Option Care Health, Inc.

Hello, and thank you for standing by. Welcome to today's conference call to discuss the combination of option care health and emeticis. At this time, all participants have been placed in a listen-only mode. The calls will be opened for your questions following the prepared remarks. As a reminder, this conference call is being recorded, and the press release and slide presentation regarding the transaction announcement are available on the investor relations sections of the company's website. The archived replay can be accessed there following the call. If you should need operator assistance, please press star zero. I would now like to hand the conference over to Nick Moscato, Chief Strategy Officer of Amedisys. Sir, you may begin.

Thank you, operator, and welcome, everyone, to our conference call to discuss the combination of option care health and Amedisys. Before we begin, I want to remind you that in addition to today's transaction announcements, OptionCare Health and Amedisys each issued financial results for the first quarter of 2023. Today's call will be focused on the transaction we just announced. However, you can find more detail on each company's quarterly financial results and 2023 outlooks on the respective investor relations website. Both OptionCare Health and Amedisys will be available to discuss their results in the normal course. Please note that today's discussion will include certain forward-looking statements that reflect our current assumptions and expectations. including those related to our future financial performance and industry and market conditions, as well as the benefits of the transaction for the combined company. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations. We encourage you to review the information in today's press release, as well as in each of our Form 10Ks filed with the SEC regarding the specific risks and uncertainties. We do not undertake any duty to update any forward-looking statements except as required by law. During the call, we will use non-GAAP financial measures when talking about company performance and financial condition. You can find additional information on these non-GAAP measures in this afternoon's press release posted on our investor relations portions of our website. Presenting on today's call is John Rademacher, Option Care Health President and CEO, Mike Shapiro, Option Care Health CFO, and Richard Ashworth, Amedisys President and CEO. They are joined by Scott Ginn, Amedisys Acting COO and CFO. After the prepared remarks, we'll open it up for Q&A on the transaction. Please limit yourself to one question and one follow-up. With that, I will now turn the call over to John. Thank you, Nick.

Welcome, everyone, and thank you for joining us today. Following the market close, we announced that we have entered into a definitive merger agreement to combine with Ametasys in an all-stock transaction that values Ametasys at approximately $3.6 billion, including the assumption of net debt. I'll start by providing an overview of the combination before turning it over to Richard to share some additional color. I'll then discuss the strategic rationale and significant value creation of the combination. Mike will discuss the synergies and financial details, and then we'll open the line for questions. This is an exciting combination and one which positions us to create a leading independent platform for home and alternate site care. Through this transaction, we are bringing together Amedisys' home health, hospice, palliative and high acuity care services with the option care health, complimentary home and alternate site infusion services. Together, we will unlock significant benefits for our patients, providers, payers, and care teams. This, in turn, will drive value for stockholders who get to participate in the tremendous upside we see in this transaction. Let me touch on some of the key terms outlined on slide four. Amedisys stockholders will receive 3.0213 shares of OptionCare Health common stock for each share of Amedisys common stock they hold at closing. This is the equivalent of $97.38 per Amedisys share based on OptionCare Health's closing stock price yesterday, May 2nd, 2023. Upon closing, which we expect to occur in the second half of 2023, OptionCare Health stockholders will own approximately 64.5% of the combined company and Amedisys stockholders will own approximately 35.5%. As for leadership post-close, I will continue to serve as CEO of the combined company alongside Mike as CFO. Richard will move into a special advisor role in support of the integration, reporting to me, and Scott and Nick will remain part of the leadership team moving forward. The broader leadership team will comprise the best talent from both organizations, This will allow us to take advantage of the complementary nature of the two companies and their respective enterprise and strength. And we will also expect to benefit from three Amedisys directors joining our board of directors. We look forward to drawing on our strong track record of operational integration as we bring Obstacare Health and Amedisys together. Importantly, we anticipate enhanced revenue and earnings growth. with significant annual run rate revenue and cost synergies of approximately $75 million by year three following the close of the transaction. We expect the combined company will also benefit from a strong balance sheet and financial profile. With that, let's turn to slide five, outlining how OptionCare Health and Amedisys are stronger together. Option Care Health has always been guided by our mission to transform healthcare by providing innovative services that improve outcomes, reduce costs, and deliver hope and dignity for patients and their families. We've done this by providing cutting-edge infusion medications, nursing support, and seamless transitional care for patients of all ages in their homes and at conveniently located ambulatory infusion suites across the U.S. In 2019, when we combined with BioScript, we became the only independent provider focused on delivering a full spectrum of infusion therapies to patients across the country. Since then, we have served hundreds of thousands of patients and continue to set the standard for patient care. And today, we are the largest independent provider of infusion therapy in the nation. In 2022 alone, our clinical team of more than 4,500 members served more than 265,000 patients and their families. And as we've continued to evolve, we consistently sought out opportunities to grow and advance our mission. Joining forces with Amedisys will allow us to do just that. Amedisys and OptiCare Health are highly complementary. Together, we will bolster our offerings to meet the increasing demand for personalized care in the home or alternative sites. we'll move deeper into value-based care while also creating significant long-term value for stockholders. Of course, a transaction of this nature and within the industry in which we operate is people-driven. By joining our teams of passionate and highly skilled professionals, we will be able to better serve patients. Together, we will be able to touch more than 720,000 patients annually, and will have 674 community-based centers across the U.S. committed to delivering high-quality care in the home or at an alternate site. To put the scale into perspective, the combination of OpsiCare Health and Amedisys will result in a national clinical workforce of more than 16,500 professionals. This includes but is not limited to nursing professionals, pharmacists, pharmacy technicians, dieticians, physical, occupational, and speech therapists, social workers, and aides. I'll now turn it over to Richard to discuss more about how our two companies fit together. Richard? Thanks, John. I want to echo John's sentiment and emphasize our excitement to be joining forces with Option Care Health. Our hospital at home, home health, hospice, palliative, and high acuity care services are an excellent strategic fit. This combination is a testament to the incredible work and quality outcomes Amedisys delivers daily for our patients wherever they call home. Indeed, since I joined Amedisys as CEO, two things have been apparent. First, the high quality in-home care we provide to over 455,000 people each year and how Amedisys changes the lives of patients and their families. Second, Our diverse team of over 12,000 caregivers across the organization who have an extraordinary commitment to providing incredible care every single day. As members of the leadership teams have gotten to know each other leading up to today's announcement, we've been thoroughly impressed by the level of excellence applied across their business. It's clear to us that our organizations have highly complementary capabilities and possess impressive cultural overlap on the core values that matter most. providing quality care and taking care of our caregivers. We are confident that combining our expertise with option care health will accelerate our ability to deliver on our mission to provide excellent patient outcomes and our vision to provide more clinical services. This transaction also reflects the strength of our business and the great potential of care delivery in the home. And we believe that will result in significant value for Ametis' stockholders, who will receive a premium of approximately 26% to the share price as of May 2, 2023, for the value of the shares they own and the benefit from the opportunity inherent in a financially stronger company with greater scale that is well-positioned in alternate site care and homes. For context, together we would have generated revenues of approximately $6.2 billion and adjusted EBITDA of approximately $622 million on a combined basis for the full year in 2022. The bottom line is we see tremendous upside from joining with OptionCare Health for our patients, their families, providers, payers, care teams, and our stockholders. I'll now turn it back to John to highlight the strategic merits of the transaction and what our combined platform will look like. John? Thanks, Richard. Turning to slide six, let's jump into why the strategic fit between the two platforms is so powerful. First, this is a complimentary transaction. It will expand access through the creation of broad capabilities across the care continuum. As Richard mentioned, Amedisys brings strong presence in hospital at home, home health, hospice, palliative, and high-acuity care services. This fits directly with option care health existing home and alternate site infusion services, allowing us to bolster our offerings and meet the growing demand for personalized care in the home and alternate sites. Second, the combined businesses will be positioned to deliver significant benefits to patients through better care coordination and a simplified patient journey. Third, and I can't emphasize this enough, We will unite two mission-driven clinical teams across a broad range of professional disciplines to deliver scale and provide increased access and care for patients. Fourth, we will benefit from enhanced data sets that will allow for deeper insights to produce better clinical outcomes and reduce the cost of care for patients and their families. And finally, we will be able to build on our respective track records of quality care and patient satisfaction. Underpinning all of this is our mission to transform healthcare and deliver hope and dignity to patients and their families. I'll now provide more detail on each of these. Turning to slide seven, by uniting option care health and a medicine, we will be able to provide more comprehensive clinical services across the care continuum. from prevention and maintenance care to acute and post-acute care, all the way through end-of-life care. Together with Amedisys, this represents more than $100 billion in total addressable markets. Today, we are seeing not only aging populations and growing desire for at-home healthcare services, but also increasing therapeutic pathways. Importantly, by expanding beyond our existing services, we'll be able to better meet increasing demand for alternative site care. And we believe the combined company's capabilities and scale will position us to capture a significant share of the market. Turning to slide eight, this transaction will enhance our relationships with payers, health systems, and providers, as well as biopharma, which will in turn benefit patients. Both companies have track records of working closely with payers and will expand those relationships across both government and commercial. Notably, the transaction is expected to result in a more diversified revenue base through improving the company's access to private payers and government-managed health plans. On a combined basis for 2022, 65% of our revenue base was with commercial payers and 35 with government payers. This compares to option care health, 12% government payer base on a standalone basis in 2022. Our relationships with providers and health systems are paramount to enabling patient care. Health system referral networks are increasingly looking for single provider partners for home health, infusion, and hospice pathways and transitions. Following the closing of the transaction, the combined company will be well-positioned to serve as that single partner with its offering across the alternate site care spectrum. Our extensive experience with sophisticated biopharmaceutical products and manufacturers contributes to our ability to deliver effective care solutions. Together, Amedisys and OptiCare Health we'll be able to provide a broader care model, deeper clinical insights, and a more robust platform to support decentralized clinical trials through post-launch support. We're excited about these expanded relationships and what they will directly benefit for patients. Patients will see better outcomes, a more seamless experience with greater care coordination and services, and broader access to high-quality care at a lower cost. Slide 9 demonstrates the unparalleled clinical team we will have with Amedisys. Another way we'll serve patients even better. Together, we will have more than 16,500 clinicians across a broad range of specialties. As a combined company, we'll continue to focus on being an employer of choice and invest in training and development for our employees. which helped to make us a 2023 Gallup Exceptional Workplace Award winner. As we've discussed, OxenCare Health recently announced the formation of a nationwide home infusion nursing network and clinical platform called Navin Health, which focuses on delivering specialized, truly exceptional care. With the Metasys, we'll build on our recent investments, including in technologies, to unlock productivity, drive efficiency, and better optimize staffing and retention to help meet growing market demand. Slide 10 gives a sense of the broad scale we'll have as a combined company with sites across 46 states. As I've discussed before, we've been working to expand our footprint to allow for greater operating efficiencies and continued high patient satisfaction scores. It's not always easy for patients to get the treatment they need when they need it the most. And we understand the critical importance of our convenient community-based sites in addition to care in the home. Option Care Health currently has 163 sites across the country. And through this transaction, we will have 674 total. With the addition of Omedisys, we're giving patients more options and increasing their access to high-quality care. we will also be able to leverage Amedisys' Contessa technology platform to coordinate the seamless delivery of care for high-acuity patients. Importantly, we'll maintain our local community focus that is a hallmark of both Option Care Health and Amedisys. Turning to slide 11, it is no surprise that having informed, intelligent patient insights can enhance patient outcomes. As a combined company, we will aggregate patient data across a critical population, drawing from over 720,000 patient experiences. These insights include clinical trial management capabilities and real-time feedback to coordinate and optimize care, the ability to enable value-based care models and other payer insights, and to utilize data to streamline patient care pathways. as well as drive clinical efficiency with robust analytics. The results will improve the patient experience by lowering the total cost of care and delivering quality outcomes. Turning to slide 12, both of our companies are known for the quality of our care. Our ability to consistently deliver for patients is what makes our company successful. The broad accreditation and respected patient satisfaction scores of both AuctionCare Health and Amedisys speak volumes and are both above industry averages. This is a great foundation for us to build upon and a responsibility which we do not take lightly. Needless to say, there is a lot to be excited about as we look to the future with Amedisys. I'll now turn it over to Mike to talk through the financial merits of the transaction.