R1 RCM INC. Item 2.02 Results of Operations and Financial Condition
On
Item 7.01 Regulation FD Disclosure
The Company is hosting an investor conference call on
The information in this Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
This Current Report on Form 8-K includes information regarding the proposed
transaction between the Company and Cloudmed, a leader in Revenue Intelligence™
solutions for healthcare providers. This Current Report on Form 8-K does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Investors and security holders are able to obtain free copies of the
registration statement, the proxy statement / prospectus, and all other relevant
documents filed or that will be filed with the
The documents filed by the Company and New R1 with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction is contained in the proxy statement / prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
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Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
generally relate to future events and relationships, plans, future growth, and
future performance, including, but not limited to, statements about the expected
timing, completion, and effects of the proposed transaction, the Company's
strategic initiatives, capital plans, costs, ability to successfully implement
new technologies, future financial and operational performance, and liquidity.
These statements are often identified by the use of words such as "anticipate,"
"believe," "estimate," "expect," "intend," "designed," "may," "plan," "predict,"
"project," "target," "contemplate," "would," "seek," "see," and similar
expressions or variations or negatives of these words, although not all
forward-looking statements contain these identifying words. These statements are
based on various assumptions, whether or not identified in this presentation,
and on the current expectations of the Company's and Cloudmed's management and
are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, assurance, prediction or
definitive statement of fact or probability. Actual outcomes and results may
differ materially from those contemplated by these forward-looking statements as
a result of uncertainties, risks, and changes in circumstances, including but
not limited to risk and uncertainties related to: (i) the Company's ability to
retain existing customers or acquire new customers; (ii) the development of
markets for the Company's revenue cycle management offering; (iii) variability
in the lead time of prospective customers; (iv) competition within the market;
(v) breaches or failures of the Company's information security measures or
unauthorized access to a customer's data; (vi) delayed or unsuccessful
implementation of the Company's technologies or services, or unexpected
implementation costs; (vii) disruptions in or damages to the Company's global
business services centers and third-party operated data centers; (viii) the
impact of the COVID-19 pandemic on the Company's business, operating results,
and financial condition; (ix) the ability of the parties to consummate the
proposed transaction in a timely manner or at all; (x) satisfaction of the
conditions precedent to the consummation of the proposed transaction, including
the receipt of required regulatory and shareholder approvals; and (xi) the
Company's ability to timely and successfully achieve the anticipated benefits
and potential synergies of the proposed transaction. Additional risks and
uncertainties that could cause actual outcomes and results to differ materially
from those contemplated by the forward-looking statements are included under the
heading "Risk Factors" in the Company's most recent annual report on Form 10-K,
quarterly reports on Form 10-Q, the registration statement on Form S-4 and the
proxy statement included therein that has been filed relating to the
transactions described herein, and any other periodic reports that the Company
or New R1 may file with the
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit Number Description
99.1 Press Release dated May 9 , 2022
99.2 Presentation dated May 9 , 2022
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document
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