OptumRx, Inc. entered into an agreement to acquire Diplomat Pharmacy, Inc. (NYSE:DPLO) from Hagerman and others for approximately $320 million on December 9, 2019. OptumRx will commence a tender offer at a price per share of $4 in cash, and will acquire restricted stock units and restricted stock for cash and assumption of outstanding debt. The offer price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Diplomat Pharmacy, Inc. common stock), reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like change with respect to Diplomat Pharmacy, Inc. common stock occurring after the execution of this agreement by all parties hereto and prior to acceptance for payment of, and payment for, Diplomat Pharmacy, Inc. common stock tendered in the offer, and such adjustment to the offer price shall as so adjusted from and after the date of such event, be the offer price; shall be deemed to permit or authorize Diplomat Pharmacy, Inc. to effect any such change that it is not otherwise authorized or permitted to undertake pursuant to this agreement. Upon completion, Diplomat Pharmacy, Inc. will become indirect wholly owned subsidiary of UnitedHealth Group Incorporated (NYSE:UNH) and will be integrated with OptumRx. In case of termination, Diplomat Pharmacy, Inc. will pay a termination fee of $15 million to OptumRx. The transaction is subject to minimum tender, specified regulatory approvals, the expiration or termination of any applicable waiting period (or any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and other customary closing conditions and does not require vote of shareholders of Diplomat Pharmacy, Inc. in connection with the offer. The transaction has been unanimously approved by the Board of Diplomat Pharmacy, Inc. On December 27, 2019, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, expired in connection with the transaction. The transaction is expected to close in early 2020. Foros Securities LLC acted as financial advisor and will receive $9 million fee from Diplomat Pharmacy, Inc. Timothy R. Aragon of Hogan Lovells US LLP acted as legal advisor for OptumRx and Gary D. Gerstman and Christopher R. Hale of Sidley Austin LLP acted as legal advisor to Diplomat Pharmacy, Inc. Computershare Trust Company, NA acted as depository and D.F. King & Co., Inc. acted as information agent to OptumRx.