Page 7 of 12 – SEC Filing
EICA
The business address of EICA is 40 West 57th Street New York, New York 10019.
The principal business of EICA is to act as investment manager for Elliott International.
The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows:
| NAME | ADDRESS | OCCUPATION |
| Paul E. Singer | 40 West 57th St. New York, New York 10019 | General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP |
(d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Singer is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $13,285,259. The aggregate purchase price of the cash settled swaps owned by Elliott both directly and through Liverpool (defined below) is approximately $111,699,493. | |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $28,231,523. The aggregate purchase price of the cash settled swaps owned by Elliott is approximately $237,361,822. | |
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
| Item 4. | Purpose of Transaction. |
The Reporting Persons believe the securities of the Issuer are significantly undervalued and represent an attractive investment opportunity. The Reporting Persons believe the Issuer operates in a highly strategic area at the intersection of technology and healthcare with a disruptive value proposition, a leading competitive position and a compelling product set, the value of which is not reflected in the Issuer’s current market value. The Reporting Persons believe that there are numerous operational and strategic opportunities to maximize shareholder value and the Reporting Persons will be seeking to engage in a dialogue with the Issuer’s Board of Directors regarding these matters.
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