Item 8.01. Other Events.
On July 25, 2018, the Board of Directors of Envision Healthcare Corporation (the “Company”) scheduled the Company’s 2018 annual meeting of
stockholders for September 11, 2018 at 9:00 a.m. Central Time at 150 Third Avenue South, Suite 2800, Nashville, TN 37201 (the “Annual Meeting”) and established the close of business on August 10, 2018 as the record date for
determining the stockholders entitled to receive notice of and to vote at the Annual Meeting.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving the Company. In connection with the proposed transaction, the Company has filed a
preliminary proxy statement with the Securities and Exchange Commission (the “SEC”). The definitive proxy statement, when available, and other relevant documents will be sent or given to the stockholders of the Company and will contain
important information about the proposed transaction and related matters. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the
proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, www.evhc.net.
Participants in the Solicitation
The Company and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Company common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company
is set forth in the preliminary proxy statement filed by the Company with the SEC on July 9, 2018 in connection with the proposed transaction and in the Company’s Annual Report on Form
10-K
for the
year ended December 31, 2017 filed with the SEC on March 1, 2018, as amended by the Company’s Annual Report on Form
10-K/A
filed with the SEC on April 30, 2018. Other information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement when it becomes available.
Forward-Looking Statements
Certain statements and
information in this communication may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to,
statements relating to the proposed transaction, the Company’s financial and operating objectives, plans and strategies, industry trends, and all statements (other than statements of historical fact) that address activities, events or
developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,”
“anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on
assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. Any
forward-looking statements in this communication are made as of the date hereof, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking
statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: (i) risks and uncertainties discussed in the reports
and other documents that the Company files with the SEC; (ii) risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (iii) the failure to obtain Company
stockholder approval of the transaction or required regulatory approvals or the failure to satisfy any of the other conditions to the completion of the transaction; (iv) the effect of the announcement of the transaction on the ability of the
Company to retain and hire key personnel and maintain relationships with its customers, suppliers, partners and others with whom it does business, or on its operating results and businesses generally; (v) risks associated with the disruption of
management’s attention from ongoing business operations due to the transaction; (vi) the ability to meet expectations regarding the timing and completion of the transaction; (vii) general economic, market, or business conditions;
(viii) the impact of legislative or regulatory changes, such as changes to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; (ix) changes in governmental reimbursement
programs; (x) decreases in revenue and profit margin under
fee-for-service
contracts due to changes in volume, payor mix and reimbursement rates; (xi) the loss
of existing contracts; and (xii) other circumstances beyond the Company’s control.