Market Overview

Cotiviti Shareholders Approve Merger Agreement with Verscend


The Combination Creates a Leading Data and Analytics-Driven
Healthcare Solutions Provider with Increased Scale

Cotiviti Holdings, Inc. (NYSE:COTV) ("Cotiviti"), a leading provider of
payment accuracy and analytics-driven solutions focused primarily on the
healthcare industry, and Verscend Technologies, Inc. ("Verscend"), a
portfolio company of Veritas Capital ("Veritas") and a leader in
data-driven healthcare solutions, announced today that Cotiviti's
shareholders voted to approve the proposed merger of Cotiviti with a
subsidiary of Verscend at a special meeting of Cotiviti's shareholders
held August 24, 2018.

Approximately 99% of the votes cast at the meeting voted to approve the
merger, representing approximately 90% of the outstanding shares of
Cotiviti common stock entitled to vote on the merger. The final results
will be available in a current report on Form 8-K, which Cotiviti
expects to file with the Securities and Exchange Commission within four
business days.

Subject to the satisfaction of other customary closing conditions,
Cotiviti, Verscend and Veritas expect the merger to close on August 27,
2018, or as soon as practicable thereafter. Upon closing of the merger,
Cotiviti's shareholders will be entitled to receive $44.75 in cash per
share of Cotiviti common stock (without interest and subject to any
applicable withholding taxes or other amounts required to be withheld
therefrom under applicable law), and Verscend will assume all of
Cotiviti's outstanding debt, resulting in an enterprise value of
approximately $4.9 billion.

The combined business will operate as a private healthcare information
technology company with unique, data-driven capabilities. Together, the
companies are expected to have greater impact in the healthcare IT
market by increasing affordability, reducing waste and improving
outcomes and quality, as well as offering new opportunities to create
substantial value for clients, including complementary solutions across
multiple intervention points in the payment process.

About Cotiviti

Cotiviti is a leading provider of payment accuracy and analytics-driven
solutions that helps payers, other risk-bearing healthcare organizations
and retailers achieve their business objectives. Through a combination
of analytics, technology and deep industry expertise, Cotiviti's
solutions create insights that unlock value from the complex
interactions between clients and their stakeholders. Cotiviti serves a
majority of the top 25 U.S. healthcare payers and a majority of the top
10 U.S. retailers. Cotiviti's passion for creating unique client value
drives Cotiviti's focus – Analytics. Insight. Value.

About Verscend Technologies, Inc.

Verscend drives better healthcare outcomes through data analytics,
supporting payers' financial performance and quality improvement
initiatives. Verscend's Payment Accuracy, Risk Adjustment, and Quality
and Performance solutions help organizations utilize their data so they
can efficiently and cost-effectively succeed in the new era of
healthcare. Learn more at

About Veritas Capital

Veritas is a leading private equity firm that invests in companies that
provide critical products and services, primarily technology and
technology-enabled solutions, to government and commercial customers
worldwide, including those operating in the aerospace & defense,
healthcare, technology, national security, communications, energy, and
education industries. Veritas seeks to create value by strategically
transforming the companies in which it invests through organic and
inorganic means. For more information on Veritas Capital and its current
and past investments, visit

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements are subject to risks and
uncertainties. All statements other than statements of historical fact
or relating to present facts or current conditions included in this
press release are forward-looking statements. Forward-looking statements
give Cotiviti's current expectations and projections relating to its
financial condition, results of operations, plans, objectives, future
performance and business. You can identify forward-looking statements by
the fact that they do not relate strictly to historical or current
facts. These statements may include words such as "anticipate,"
"estimate," "expect," "project," "seek," "plan," "intend," "believe,"
"will," "may," "could," "continue," "likely," "should," and other words.

The forward-looking statements contained in this press release,
including without limitation statements regarding anticipated benefits
and effects of the anticipated merger of Cotiviti and Verscend,
delivering compelling value for shareholders, proposed end-to-end
solutions of the combined company, and opportunities for expansion, are
based on assumptions that Cotiviti has made in light of its industry
experience and its perceptions of historical trends, current conditions,
expected future developments and other factors that Cotiviti believes
are appropriate under the circumstances. These statements are not
guarantees of performance or results. These assumptions and Cotiviti's
future performance or results involve risks and uncertainties (many of
which are beyond our control). Important factors that could cause actual
results to differ materially from those in the forward-looking
statements include the risk that the transaction will not close in the
timeframe expected, or at all, the risk that the expected benefits and
effects of the transaction will not be achieved, effects of regional,
national or global political, economic, business, competitive, market
and regulatory conditions and the following: system interruptions or
failures, including cyber-security breaches, identity theft or other
disruptions that could compromise Cotiviti's information; Cotiviti's
inability to successfully leverage its existing client base by expanding
the volume of claims reviewed and cross-selling additional solutions;
Cotiviti's clients declining to renew their agreements with Cotiviti or
renewing at lower performance fee levels; Cotiviti's failure to innovate
and develop new solutions for its clients; delays in implementing
solutions; Cotiviti's failure to maintain or upgrade its operational
platforms; inability to develop new clients; improvements to healthcare
claims and retail billing processes reducing the demand for Cotiviti's
solutions or rendering its solutions unnecessary; loss of a large
client; early termination provisions in Cotiviti's contracts; Cotiviti's
failure to accurately estimate the factors upon which it bases its
contract pricing; Cotiviti's inability to manage its relationships with
information suppliers, software vendors or utility providers; Cotiviti's
inability to protect its intellectual property rights, proprietary
technology, information, processes and know-how; Cotiviti's inability to
execute its business plans including its inability to manage its growth;
Cotiviti's inability to successfully integrate and realize synergies
from any future acquisitions or strategic partnerships; Cotiviti's
inability to realize the book value of intangible assets; Cotiviti's
being required to pay significant refunds to CMS under its Medicare RAC
contracts or significant changes to the Medicare RAC program; declines
in contracts awarded through competitive bidding or Cotiviti's inability
to re-procure contracts through the competitive bidding process;
Cotiviti's success in attracting and retaining qualified employees and
key personnel; Cotiviti's inability to expand its retail business;
fluctuations in Cotiviti's results of operations; Cotiviti's failure to
maintain effective internal controls; litigation, regulatory or dispute
resolution proceedings, including claims or proceedings related to
intellectual property infringements or claims not covered by insurance;
healthcare spending fluctuations; consolidation among healthcare payers
or retailers; slow development of the healthcare payment accuracy
market; negative publicity concerning the healthcare payment industry or
patient confidentiality and privacy; significant competition for
Cotiviti's solutions; risks associated with international operations;
general economic, political and market forces and dislocations beyond
Cotiviti's control; variations in Cotiviti's revenue between reporting
periods due to timing issues; Cotiviti's failure to comply with
applicable federal, state, local and international privacy, security and
data laws, regulations and standards; changes in regulations governing
healthcare administration and policies, including governmental
restrictions on the outsourcing of functions such as those that Cotiviti
provides; changes in tax laws and rules or in their interpretation or
enforcement; the timing and magnitude of shares purchased under
Cotiviti's share repurchase program; risks related to Cotiviti's
substantial indebtedness and holding company structure; volatility in
bank and capital markets; provisions in Cotiviti's amended and restated
certificate of incorporation, and the other important factors discussed
under the caption "Risk Factors" in Cotiviti's Annual Report on Form
10-K for the fiscal year ended December 31, 2017, which was filed with
the SEC on February 22, 2018, along with its other reports filed with
the SEC. Additional factors or events that could cause Cotiviti's actual
performance to differ from these forward-looking statements may emerge
from time to time, and it is not possible for Cotiviti to predict all of
them. Should one or more of these risks or uncertainties materialize, or
should any of its assumptions prove incorrect, Cotiviti's actual
financial condition, results of operations, future performance and
business may vary in material respects from the performance projected in
these forward-looking statements.

Any forward-looking statement made in this press release speaks only as
of the date on which it is made. Cotiviti undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise, except as
may be required by law.

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