Amazon.com, Inc. (NasdaqGS:AMZN) entered into a definitive merger agreement to acquire 1Life Healthcare, Inc. (NasdaqGS:ONEM) from The Vanguard Group, Inc., FMR LLC, Tiger Global Performance, LLC, Carlyle Partners VII, L.P. managed by The Carlyle Group Inc. (NasdaqGS:CG), Temasek Holdings (Private) Limited, BlackRock, Inc. (NYSE:BLK) and others for $3.7 billion on July 20, 2022. Under the transaction, Amazon will acquire ONEM for $18 per share in an all-cash transaction valued at approximately $3.9 billion, including ONEM's net debt. The merger will be accounted for as a “purchase transaction” for financial accounting purposes. The transaction is expected to be funded with Amazon's cash on hand. On completion, Amir Dan Rubin will remain as Chief Executive Officer of ONEM. The Merger Agreement contains certain termination rights for each AMZN and ONEM; ONEM will be required to pay a termination fee in an amount equal to $136 million and AMZN will be required to pay a termination fee in an amount equal to $195 million, in case of termination under certain circumstances.

The completion of the transaction is subject to customary closing conditions, including regulatory approvals, approval by One Medical's shareholders, any waiting period applicable to the consummation of the Merger under the HSR Act or any voluntary agreement with the Department of Justice Antitrust Division (DOJ) or the Federal Trade Commission (FTC) not to consummate the Transactions shall have expired or been terminated. ONEM's board of directors unanimously approved the Transaction and resolved to recommend that the Company stockholders adopt the Merger Agreement and approve the Contemplated Transactions at a meeting of its stockholders. AMZN's board of directors have also approved the transaction. One Medical and Amazon filed notification and report forms under the HSR Act, as amended with the FTC and the the DOJ on August 3, 2022. On September 2, 2022, One Medical and Amazon each received a request for additional information and documentary materials (the “Second Request”) from the FTC in connection with the FTC's review of the merger. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after One Medical and Amazon have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. Both parties expect to promptly respond to the Second Request and to continue to work cooperatively with the FTC in its review of the merger. Oregon Health Authority (OHA) approved this transaction, with conditions, on December 28, 2022.


Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to ONEM. Krishna Veeraraghavan, Kyle Seifried, Caith Kushner, John Kennedy,  Christodoulos Kaoutzanis,  Jonathan Ashtor, Jason Tyler,  Rebecca Coccaro, Jean McLoughlin,  Cynthia Akard, Robert Holo, Salvatore Gogliormella, Andrew Parlen, Karen Zeituni, and William O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to AMZN. Steven Tonsfeldt, Matthew Hemington and Anne Lieberman of Cooley LLP acted as legal advisors to ONEM. Jennifer Romig and Christina Bergeron of Ropes & Gray acted as legal advisors to 1Life Healthcare. Goldman Sachs & Co. LLC acted as financial advisor to Amazon. American Stock Transfer & Trust Company, LLC acted as transfer agent to 1Life Healthcare. MacKenzie Partners, Inc. acted as proxy solicitor to 1Life Healthcare for a fee of $25,000. 1Life Healthcare has agreed to pay Morgan Stanley a fee of approximately $49 million for its services, $4 million of which was paid following delivery of the opinion, and the remainder of which is contingent upon the consummation of the merger.

Amazon.com, Inc. (NasdaqGS:AMZN) completed the acquisition of 1Life Healthcare, Inc. (NasdaqGS:ONEM) from The Vanguard Group, Inc., FMR LLC, Tiger Global Performance, LLC, Carlyle Partners VII, L.P. managed by The Carlyle Group Inc. (NasdaqGS:CG), Temasek Holdings (Private) Limited, BlackRock, Inc. (NYSE:BLK) and others on February 22, 2023.