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.
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Item 1.
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Summary Term Sheet.
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The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by
reference.
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Item 2.
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Subject Company Information.
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(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.
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Item 3.
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Identity and Background of Filing Person.
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(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.
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Item 4.
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Terms of the Transaction.
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(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.