The Advisory Board Company Stockholders Approve Merger Agreement With Optum

WASHINGTON and BOSTON, Nov. 15, 2017 /PRNewswire/ -- The Advisory Board Company (NASDAQ: ABCO) and Optum announced that, at a special meeting of Advisory Board stockholders held today, stockholders holding a majority of the outstanding shares of the company's common stock voted to approve the adoption of the previously disclosed merger agreement with Optum.

Pursuant to the agreement, Optum will acquire Advisory Board through a merger and, as previously disclosed, Advisory Board will sell its education business to affiliates of Vista Equity Partners prior to the closing of the merger, which is expected to be completed Friday, November 17, 2017.

The agreement combines The Advisory Board Company's industry-leading independent research, strategic health care advisory services, and strong capabilities in analytics with Optum's complementary products and services for the benefit of health care stakeholders. At the same time, Optum's exceptional data analytics resources, operational expertise in delivering large-scale solutions and services and investment capital will strengthen The Advisory Board Company's offerings and enable it to expand more fully into new health care markets while preserving the autonomy and member-driven nature of its research. By developing best-practice solutions and a comprehensive health care-focused advisory business, the combined organization will help its members and clients respond to changing market dynamics and improve the health system for everyone.

"For more than 30 years, Advisory Board's strategic insights have been an important part of the national health care conversation, and we are thrilled to welcome them to Optum," said Larry Renfro, CEO of Optum. "Together, we will be able to offer deeper and more comprehensive solutions to help all segments of the health care industry thrive in this evolving market, while preserving the objectivity and credibility of Advisory Board's industry-leading research."

"Joining Optum enables us to forge a stronger and more comprehensive platform to serve our members with an even wider set of insights and solutions and amplifies the value we help create across all of health care," said Robert Musslewhite, CEO of Advisory Board, who will continue to lead its health care research and technology business. "We look forward to serving as even more transformational partners for our members as part of Optum."

Subject to the satisfaction of the remaining closing conditions, Advisory Board, Optum and Vista Equity Partners expect to close the merger and the previously announced sale of the Company's education business to affiliates of Vista Equity Partners on November 17, 2017. If the closings occur on November 17, 2017, the per-share merger consideration payable to The Advisory Board Company's stockholders pursuant to the merger will be $53.81, without interest, consisting of (1) $52.65 in cash, plus (2) an additional amount in cash equal to $1.16, based on the per-share, after-tax value of the Company's equity interests in Evolent Health, Inc. (which additional amount was calculated in accordance with the merger agreement).

About The Advisory Board Company

The Advisory Board Company is a best practices firm that uses a combination of research, technology, and consulting to improve the performance of approximately 5,700 health care organizations and educational institutions. Headquartered in Washington, D.C., with offices worldwide, The Advisory Board Company forges and finds the best new ideas and proven practices from its network of thousands of leaders, then customizes and hardwires them into every level of member organizations, creating enduring value.

Advisory Board, the health care business of The Advisory Board Company, is a best practices firm that uses a combination of research, technology and consulting to improve the performance of more than 4,400 health care organizations. For more information, visit www.advisory.com.

EAB, the education business of The Advisory Board Company, is a best practices firm that uses a combination of research, technology and services to improve the performance of more than 1,200 educational institutions. For more information, visit www.eab.com.

About Optum
Optum is a leading information and technology-enabled health services business dedicated to helping make the health system work better for everyone. With more than 133,000 people worldwide, Optum delivers intelligent, integrated solutions that help to modernize the health system and improve overall population health. Optum is part of UnitedHealth Group (NYSE:UNH). For more information, visit www.optum.com.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release includes "forward-looking statements" as defined under U.S. federal securities laws about the proposed transaction. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "plan," "project," "should," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements are based on current plans, estimates and expectations that are subject to risks and uncertainties. We caution that actual results could differ materially from expected results, depending on the outcome of certain factors, including (1) the failure to satisfy the conditions to the closing of the transactions; (2) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or the education purchase agreement; (3) a material adverse change regarding The Advisory Board Company or its health care business or its education business, (4) the failure to complete or receive the anticipated benefits from the transactions; (5) operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected; (6) the retention of certain key employees at The Advisory Board Company; (7) the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the arrangement; (8) risks related to diverting management attention from ongoing business operations; (9) the outcome of any legal proceedings that may be instituted against UnitedHealth Group Incorporated, Optum, The Advisory Board Company, Education Buyer or Vista Fund VI related to the transactions; (10) changes in economic conditions, financial markets, interest rates, political conditions or changes in federal or state laws or regulations; (11) changes in the market price of Evolent Health, Inc.'s Class A common stock; and (12) other factors relating to The Advisory Board Company or UnitedHealth Group Incorporated discussed in "Risk Factors" in their respective Annual Reports on Form 10-K for the most recently ended fiscal year, and in their other filings with the SEC, all of which are available at http://www.sec.gov. The Advisory Board Company, Optum and UnitedHealth Group Incorporated do not assume any obligation to update or revise this communication as a result of new information, future events or otherwise, except as otherwise required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

No assurance can be given that these are all of the factors that could cause actual results to vary materially from those described in the forward-looking statements. There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized. Each forward-looking statement speaks only as of the date of the particular statement.

Consequently, all of the forward-looking statements we make in this press release are qualified by the information contained herein, including, but not limited to, (1) the information contained under this heading and (2) the information contained under the headings "Risk Factors" and information in our consolidated financial statements and notes thereto included in our Annual Reports on Form 10-K for the year ended December 31, 2016, our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2017, our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2017 and our Quarterly Reports on Form 10-Q for the quarter ended September 30, 2017.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE The Advisory Board Company