Molina Healthcare Amends Terms for Acquisition of Bright HealthCare’s California Medicare Business
18 Dezembro 2023 - 10:15AM
Business Wire
Expected closing on or about January 1,
2024
Molina Healthcare, Inc. (NYSE: MOH) (“Molina” or the “Company”)
announced today that on December 13, 2023, the Company amended its
purchase agreement for the acquisition of Bright HealthCare’s
California Medicare business. The purchase price for the
transaction, net of certain tax benefits, is reduced from the
previously announced $510 million to approximately $425 million,
and now represents 23% of expected 2023 premium revenue of $1.8
billion. As previously stated by Molina, the acquisition adds $1.00
per share to new store embedded earnings1 and is expected to close
on or about January 1, 2024.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed
health care services under the Medicaid and Medicare programs and
through the state insurance marketplaces. Molina Healthcare served
approximately 5.2 million members as of September 30, 2023, located
across 19 states. For more information about Molina Healthcare,
please visit molinahealthcare.com.
1 See Reconciliation note below
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995. This press release contains forward-looking
statements regarding our intended acquisition of Brand New Day and
Central Health Plan of California, including the anticipated timing
of the closing of the acquisition and our expected new store
embedded earnings. All forward-looking statements are based on
current expectations that are subject to numerous risk factors that
could cause actual results to differ materially. Such risk factors
include, without limitation, risk that the transaction may not
close on a timely basis or at all, our ability to obtain
third-party consents and to satisfy all closing conditions, our
ability to integrate the acquisition as currently expected without
unreasonable delay or cost, and our ultimate realization, as
expected, of embedded earnings and our non-recurring costs
associated with the recently announced acquisitions. Additional
risk factors to which the Company is subject are provided in our
periodic reports and filings with the Securities and Exchange
Commission, including the Company’s most recent Annual Report on
Form 10-K. These reports can be accessed under the investor
relations tab of the Company’s website or on the SEC’s website at
sec.gov. Given these risks and uncertainties, the Company cannot
give assurances that its forward-looking statements will prove to
be accurate. All forward-looking statements represent the Company’s
judgment as of the date hereof. Except as may be required by law,
the Company assumes no obligation and does not intend to make
publicly available any update or other revisions to any of the
forward-looking statements contained in this press release to
reflect circumstances existing after the date of this press release
or to reflect the occurrence of future events, even if experience
or future events make it clear that any expected results expressed
or implied by those forward-looking statements will not be
realized.
Reconciliation - Non-GAAP Financial Measures
The Company includes in this release the financial measure, “new
store embedded earnings,” which is a non-GAAP measure. The term is
defined as the incremental diluted earnings per share impact that
we expect to achieve in future years related to newly awarded but
not yet commenced state Medicaid contracts, and recently closed and
announced acquisitions. The incremental impact reflects the
expected full-year earnings for the newly-awarded California, Iowa,
and Nebraska Medicaid contracts, and the Agewell, MyChoice
Wisconsin, and California Medicare Health Plans acquisitions, not
yet included in the current full-year guidance issued by the
Company. This measure excludes amortization of intangible assets
and non-recurring costs associated with acquisitions, including
various transaction and integration costs. The Company and
management believe this measure is useful to investors in assessing
the Company’s expected performance related to new Medicaid
contracts and acquisitions and is used internally to enable
management to assess the Company’s performance consistently over
time. New store embedded earnings should be considered as a
supplement to, and not as a substitute for or superior to, GAAP
measures. Management is unable to reconcile this measure to the
growth in GAAP earnings per share, the most directly comparable
GAAP measure, without unreasonable effort due to the unknown impact
from the amortization of intangible assets related to recently
announced acquisitions, which cannot be determined until purchase
accounting valuations are completed. Non-recurring costs associated
with the recently announced acquisitions are estimated at
approximately $15 million.
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version on businesswire.com: https://www.businesswire.com/news/home/20231218889598/en/
Investor Contact: Joseph Krocheski, , 562-549-4100
Media Contact: Caroline Zubieta, , 562-951-1588
Molina Healthcare (NYSE:MOH)
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