CVS Health reportedly pursued One Medical before Amazon

Before Amazon entered an agreement to buy One Medical for $3.9 billion in July, CVS Health approached the primary care company with interest to align, Bloomberg reported Aug. 10. 

A recent One Medical SEC proxy statement states that "Party A" approached the company in mid-October 2021 seeking a partnership or strategic transaction. People familiar with the situation said Party A was CVS Health, Bloomberg reports. 

The two companies entered a confidentiality agreement in November before conducting diligence meetings over the next several months. Amazon and One Medical began talks in February, when representatives from Morgan Stanley facilitated an introductory meeting between One Medical President and CEO Amir Dan Rubin and Carlo Bertucci, vice president of corporate development at Amazon. Amazon paused talks on potential acquisition of One Medical in late April, but re-engaged after learning of Party A's offer in June.  

Party A, reportedly CVS Health, offered $17 per share on June 1, upping the offer to $18 per share June 2 — the same amount Amazon would ultimately pay. Party A also asked One Medical for 30 days of exclusivity to complete due diligence and negotiate definitive transaction documents for potential acquisition. One Medical declined to agree to exclusivity, the SEC documents show, and told Party A any transaction would need to be executed on an expedited timeline.

On June 9, One Medical's representatives from Morgan Stanley informed Amazon that One Medical had received an offer for acquisition and was moving forward on an accelerated timeline with that party, but that One Medical was open to engaging in discussions for a similar transaction with Amazon if it presented a compelling offer. 

Amazon extended an offer of $16 per share on June 24. On July 2, Amazon offered $18 per share in cash to acquire One Medical with a proposed target date of July 18 to execute a definitive merger agreement with indication that Amazon would disengage in the event of a leak of its planned transaction. 

Talks between One Medical and Party A fell off after July 5. By this time, Party A had expressed concern about One Medical's expedited timeline. In July, One Medical told the potential suitor's CFO that it was moving forward on an expedited timeline with other strategic alternatives to determine if Party A would engage on a similarly expedited timeline. The CFO indicated he would share this information with Party A leadership and follow up; talks were not re-engaged, according to the SEC filing. 

Amazon ultimately reached an agreement to buy One Medical on July 20, with the deal announced publicly the next day. 

On Aug. 7, The Wall Street Journal reported that CVS Health is looking to place a bid for home health company Signify Health, which is valued at $4.7 billion.

 

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