As previously disclosed, on December 9,
2019, Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”), by and among the Company, UnitedHealth Group Incorporated, a Delaware corporation (“Parent”),
and Denali Merger Sub, Inc., a Michigan corporation and a wholly owned subsidiary of Parent (“Sub”). Pursuant to the
Merger Agreement, on the terms and subject to the conditions set forth in the Merger Agreement, Sub will commence a tender offer
(the “Offer”) to purchase all of the issued and outstanding shares of common stock, no par value per share, of the
Company (the “Company Common Stock”) at a price per share of $4.00, net to the seller in cash, without interest and
subject to any required tax withholding. The Merger Agreement also provides that following the consummation of the Offer, upon
the terms and subject to the conditions set forth in the Merger Agreement, Sub will merge with and into the Company (the “Merger”),
with the Company surviving as a direct wholly owned subsidiary of Parent.
On December 27, 2019, the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) expired in
connection with the Offer and the
Merger. The expiration of the waiting period under the HSR Act satisfies one of the conditions to the
Offer, which remains subject to other conditions, including (i) that there shall have been validly tendered and not
properly withdrawn in accordance with the terms of the Offer prior to the expiration of the Offer that number of shares of
Company Common Stock that, when added to the shares of Company Common Stock (if any) directly or indirectly owned by Parent
and its wholly owned subsidiaries, is equal to at least a majority of the shares of Company Common Stock outstanding at such
time (the “Minimum Tender Condition”), (ii) the accuracy of the Company’s representations and warranties in
the Merger Agreement and its compliance with its covenants and obligations in the Merger Agreement, in each case subject
to certain materiality standards, (iii) the absence of judgments issued by governmental entities of competent jurisdiction
or laws enjoining, restraining, prohibiting, preventing or making illegal the making of the Offer, the consummation of the
Offer or the Merger and (iv) the receipt of certain consents, authorizations and approvals and the making of certain
filings, applications and notices under certain state pharmacy laws.
The transaction is expected to close in early 2020, subject
to the satisfaction of the foregoing conditions and the satisfaction of the other closing conditions specified in the Merger Agreement.
Important Additional Information
The tender offer for the outstanding Company
Common Stock has not yet commenced. The communication materials referenced above do not constitute an offer to buy or the solicitation
of an offer to sell any securities. The solicitation and the offer to buy shares of Company Common Stock will be made only pursuant
to an offer to purchase and related materials that Parent and Sub intend to file with the U.S. Securities and Exchange Commission
(the “SEC”). If the tender offer is commenced, Parent and Sub will file a Tender Offer Statement on Schedule TO with
the SEC, and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender
offer. The Tender Offer Statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer
documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 will contain important information that should be considered
before any decision is made with respect to the tender offer. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These materials will be sent free of charge to Company
shareholders when available, and may also be obtained by contacting the Company’s Investor Relations Department at 4100 S.
Saginaw Street, Flint, Michigan 48507, (888) 720-4450 or tpowers@Diplomat.is or by contacting D.F. King & Co., Inc., the information
agent for the tender offer, at (212) 269-5550 for banks and brokers or (866) 829-0135 for all others, or by email at DPLO@dfking.com.
In addition, all of these materials (and all other tender offer documents filed with the SEC) will be available at no charge from
the SEC through its website at www.sec.gov.
Cautionary Statement Regarding Forward-Looking Statements
Forward-looking statements made herein with
respect to the tender offer and related transactions, including, for example, the timing of the completion of the tender offer
and the merger or the potential benefits of the tender offer and the merger, reflect the current analysis of existing information
and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements.
Due to known and unknown risks, the Company’s actual results may differ materially from its expectations or projections.
The following factors, among others, could
cause actual plans and results to differ materially from those described in forward-looking statements. Such factors include, but
are not limited to, the effect of the announcement of the tender offer and related transactions on the Company’s business
relationships, operating results and business generally; the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, and the risk that the merger agreement may be terminated in circumstances
that require the Company to pay a termination fee; the outcome of any legal proceedings that may be instituted against the Company
related to the transactions contemplated by the merger agreement, including the tender offer and the merger; uncertainties as to
the number of shareholders of the Company who may tender their stock in the tender offer; the failure to satisfy other conditions
to consummation of the tender offer or the merger, including the receipt of regulatory approvals related to the merger (and any
conditions, limitations or restrictions placed on these approvals); risks that the tender offer and related transactions disrupt
current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the
effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties;
and those risks and uncertainties discussed from time to time in the Company’s other reports and other public filings with
the SEC.
Additional information concerning these
and other factors that may impact the Company’s expectations and projections can be found in its periodic filings with the
SEC, including its Annual Report on Form 10-K for the year ended December 31, 2018. The Company’s SEC filings are available
publicly on the SEC’s website at www.sec.gov, on the Company’s website http://ir.diplomat.is/investors/default.aspx
or upon request via email to tpowers@Diplomat.is. The Company disclaims any obligation or undertaking to update or revise the forward-looking
statements contained herein, whether as a result of new information, future events or otherwise.