According to a filing with the Securities and Exchange Commission, CVS (referred to as "Party A" in the document) approached One Medical/1Life Healthcare in October 2021 to explore M&A possibilities. The filing outlines the discussions between the parties, 1Life Healthcare's concerns about being able to support One Medical's primary care expansion with existing funding, and the drawn negotiations with Amazon that led to the transaction.

Amazon approached 1Life Healthcare inquiring about a One Medical deal in February, the filing reports. This offer came as 1Life Healthcare executives were trying to decide if they could independently raise the money needed to expand One Medical.

Shortly after Amazon came calling, 1Life Healthcare's board decided selling the unit made the most sense. Negotiations with Amazon began in earnest in March. But the SEC filing indicates  Amazon had no idea CVS was lurking in the wings until it was so informed by 1Life Healthcare.

CVS had raised its bid to $18 a share–$2 a share more than Amazon then had on the table.

According to the filing, Amazon then raised its bid to match CVS. Amazon eventually prevailed after CVS's interest was revealed through media reports. The news caused CVS to withdraw its offer, leaving the field to Amazon.

The SEC filing says "as a result of the negotiation process, 1Life had obtained Amazon's best offer of $18.00 per share; Amazon's final offer of $18.00 per share represented the highest price reasonably obtainable by 1Life under the circumstances; and it was highly unlikely that another acquirer would be willing to pay a higher price, including based on the lack of any contact from potential acquirers following the July 5, 2022 media reports of rumors of a potential strategic transaction including 1Life and the lack of further engagement from Party A after July 5, 2022."

The filing reveals both the desire by players like Amazon, CVS, and Walmart to fight aggressively to enter the primary care business, and the tough decisions primary care owners must make in the face of this escalating interest in their businesses. It also demonstrates that the big players are prepared to enter bidding wars to get what they want. Meantime, shareholders in 1Life got an extra $2 a share, thanks to CVS.