Diplomat Pharmacy (DPLO) Inactive SC TO-TThird party tender offer statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

DIPLOMAT PHARMACY, INC.

(Name of Subject Company (Issuer))

DENALI MERGER SUB, INC.

(Offeror)

a direct wholly owned subsidiary of

UNITEDHEALTH GROUP INCORPORATED

(Ultimate Parent of Offeror)

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, No Par Value

(Title of Class of Securities)

25456K101

(CUSIP Number of Class of Securities)

Marianne D. Short

Executive Vice President and Chief Legal Officer

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

Telephone: (952)936-1300

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with copies to:

Timothy R. Aragon

G. Allen Hicks

Hogan Lovells US LLP

1601 Wewatta Street, Suite 900

Denver, CO 80202

Telephone:(303) 899-7300

Calculation of Filing Fee

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Explanatory Note

This Tender Offer Statement on Schedule TO (together with any exhibits hereto and as amended or supplemented from time to time, this “Schedule TO”) is filed by (i) Denali Merger Sub, Inc., a Michigan corporation (“Purchaser”) and a direct wholly owned subsidiary of UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”), and (ii) UnitedHealth Group. This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares (the “Shares”) of common stock, no par value (the “Common Stock”), of Diplomat Pharmacy, Inc., a Michigan corporation (“Diplomat”), at a price of $4.00 per Share, net to the seller in cash (the “Offer Price”), without interest and subject to any required tax withholding, on the terms and subject to the conditions described in the Offer to Purchase, dated January 9, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”), and the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and, together with the Offer to Purchase and other related materials, the “Offer”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of December 9, 2019 (as amended or supplemented from time to time, the “Merger Agreement”), by and among UnitedHealth Group, Purchaser and Diplomat, a copy of which is incorporated as Exhibit (d)(1) to this Schedule TO, is incorporated herein by reference.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

(a)    The subject company of the Offer is Diplomat Pharmacy, Inc., a Michigan corporation. The address and telephone number of Diplomat’s corporate headquarters is 4100 S. Saginaw Street, Flint, Michigan 48507, (888)720-4450.

(b)    This Schedule TO relates to the Shares of Common Stock of Diplomat. Diplomat has advised Purchaser and UnitedHealth Group that, as of January 6, 2020, there were 76,000,791 Shares outstanding (including 186,969 Shares issued as Diplomat restricted stock awards). The information set forth in the section of the Offer to Purchase entitled “Introduction” is incorporated herein by reference.

(c)    The information set forth in the section of the Offer to Purchase entitled “Price Range of the Shares; Dividends on the Shares” is incorporated herein by reference.

(a), (b), (c)    The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning UnitedHealth Group and Purchaser” and Schedule I of the Offer to Purchase is incorporated herein by reference.

(a)(1)(i) - (viii), (xii), (a)(2)(i) - (iv), (vii)    The information set forth in the Offer to Purchase is incorporated herein by reference, including the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Terms of the Offer,” “Acceptance for Payment and Payment for Shares,” “Procedure for Tendering Shares,” “Withdrawal Rights,” “Certain U.S. Federal Income Tax Consequences,” “Purpose of the Offer; Plans for Diplomat,” “The Merger Agreement” and “Conditions of the Offer” and Schedule I of the Offer to Purchase.

(a)(1)(ix) — (xi), (a)(2)(v) — (vi)    Not applicable.

(a), (b)    The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Certain Information Concerning UnitedHealth Group and Purchaser,” “Background of the Offer; Past Contacts, Negotiations and Transactions,” “Purpose of the Offer; Plans for Diplomat” and “The Merger Agreement” is incorporated herein by reference.

(a), (c)(1)-(c)(7)    The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Price Range of the Shares; Dividends on the Shares,” “Effect of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration,” “Background of the Offer; Past Contacts, Negotiations and Transactions,” “Purpose of the Offer; Plans for Diplomat” and “The Merger Agreement” is incorporated herein by reference.

(a), (b), (d)    The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” and “Source and Amount of Funds” is incorporated herein by reference.

(a)    The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet,” “Certain Information Concerning UnitedHealth Group and Purchaser,” “Purpose of the Offer; Plans for Diplomat” and “The Merger Agreement” and Schedule I of the Offer to Purchase is incorporated herein by reference.

(b)    The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning UnitedHealth Group and Purchaser” and in Schedule I of the Offer to Purchase is incorporated herein by reference.

(a)    The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet,” “Procedure for Tendering Shares” and “Fees and Expenses” is incorporated herein by reference.

Not applicable.

(a)(1)    The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning UnitedHealth Group and Purchaser,” “Background of the Offer; Past Contacts, Negotiations and Transactions,” “Purpose of the Offer; Plans for Diplomat” and “The Merger Agreement” is incorporated herein by reference.

(a)(2) and (a)(3)    The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; Plans for Diplomat,” “The Merger Agreement” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(a)(4)    The information set forth in the sections of the Offer to Purchase entitled “Effect of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration” is incorporated herein by reference.

(a)(5)    The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; Plans for Diplomat,” “The Merger Agreement” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.

(c)    The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

Not applicable.

SIGNATURES

After due inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2020