Transaction on track to close in early 2016
Health Net, Inc. (NYSE:HNT) today announced that independent
proxy advisory firms Institutional Shareholder Services Inc.
(“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have recommended
that Health Net stockholders vote “FOR” all proposals at Health
Net’s special meeting of stockholders scheduled for
October 23, 2015, including the proposal to adopt the merger
agreement with Centene Corporation (NYSE: CNC).
ISS stated in its October 8, 2015 report to approve the
merger: “Shareholder support for the merger is warranted given the
strategic rationale for the transaction. … The merger is expected
to generate approximately $150 million in annual synergies … [and]
… is expected to be 10% accretive to earnings per share during the
first year following closing.”1
In its October 9, 2015 report, Glass Lewis commented on the
strategic benefits of the transaction: “Strategically, the proposed
merger will result in the formation of a combined company that
should have enhanced scale, greater geographic reach and a more
diversified product mix, putting it in a better position (compared
to either Centene or Health Net on a standalone basis) to compete
in the evolving and consolidating managed care sector.”1
Jay Gellert, Health Net's president and chief executive officer,
said, “We are pleased that ISS and Glass Lewis recommended that
stockholders vote for our proposed merger with Centene. We expect
the combined company to be well positioned for future success.”
Health Net’s board of directors unanimously recommends that
Health Net stockholders vote “FOR” the proposal to adopt the merger
agreement, which is necessary to complete the merger.
Health Net’s special meeting of stockholders is scheduled to
take place on October 23, 2015, at 10:00 a.m. Pacific
Time (1:00 p.m. Eastern Time). The meeting will be held at
21281 Burbank Blvd., Woodland Hills, CA 91367. All
stockholders of record of Health Net’s common stock as of the close
of business on September 22, 2015, will be entitled to vote
their shares either in person or by proxy at the stockholder
meeting.
As previously announced on July 2, 2015, the combination of
Centene and Health Net will create a leading diversified
multi-national healthcare enterprise, extending Centene’s offerings
in government programs, including Medicare Advantage and programs
offered through contracts with the U.S. Department of Defense and
U.S. Department of Veterans Affairs, as well as the commercial
exchanges. Under the terms of the agreement, Centene will acquire
all of the shares of Health Net in a cash and stock transaction
valued at approximately $6.8 billion (based on Centene's closing
stock price on July 1, 2015), including the assumption of
approximately $500 million of debt. Health Net stockholders will
receive 0.622 shares of Centene common stock and $28.25 in cash for
each share of Health Net common stock. Upon completion of the
transaction, Centene stockholders will own approximately
71 percent of the combined entity, with Health Net
stockholders owning approximately 29 percent.
Centene and Health Net received early termination of the waiting
period required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 on August 12, 2015. Centene and Health Net
continue to expect that the transaction will close in early 2016,
subject to approval by Centene and Health Net stockholders,
approvals by relevant state insurance and health care regulators,
and satisfaction of other customary closing conditions.
Health Net stockholders who need assistance in completing the
proxy card or voting instruction form or have questions regarding
the Health Net special meeting may contact Health Net’s proxy
solicitor:
MacKenzie Partners105 Madison AvenueNew York, NY 10016Phone:
(800) 322-2885 or (212) 929-5500Email:
proxy@mackenziepartners.comWebsite: www.mackenziepartners.com
About Health Net
Health Net, Inc. is a publicly traded managed care organization
that delivers managed health care services through health plans and
government-sponsored managed care plans. Its mission is to help
people be healthy, secure and comfortable. Health Net provides and
administers health benefits to approximately 6.1 million
individuals across the country through group, individual, Medicare
(including the Medicare prescription drug benefit commonly referred
to as “Part D”), Medicaid and dual eligible programs, as well as
programs with the U.S. Department of Defense and U.S. Department of
Veterans Affairs. Health Net also offers behavioral health,
substance abuse and employee assistance programs, and managed
health care products related to prescription drugs.
For more information on Health Net, Inc., please visit Health
Net’s website at www.healthnet.com.
Cautionary Statements
This press release contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Centene, Health Net and the combined businesses of
Centene and Health Net and certain plans and objectives of Centene
and Health Net with respect thereto, including the expected
benefits of the proposed merger. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as “anticipate,” “target,” “expect,” “estimate,”
“intend,” “plan,” “goal,” “believe,” “hope,” “aim,” “continue,”
“will,” “may,” “would,” “could” or “should” or other words of
similar meaning or the negative thereof. There are several factors
which could cause actual plans and results to differ materially
from those expressed or implied in forward-looking statements. Such
factors include, but are not limited to, the expected closing date
of the transaction; the possibility that the expected synergies and
value creation from the proposed merger will not be realized, or
will not be realized within the expected time period; the risk that
the businesses will not be integrated successfully; disruption from
the merger making it more difficult to maintain business and
operational relationships; the risk that unexpected costs will be
incurred; changes in economic conditions; political conditions,
changes in federal or state laws or regulations, including the
Patient Protection and Affordable Care Act and the Health Care
Education Affordability Reconciliation Act and any regulations
enacted thereunder, provider and state contract changes, the
outcome of pending legal or regulatory proceedings, reduction in
provider payments by governmental payors, the expiration of
Centene’s or Health Net’s Medicare or Medicaid managed care
contracts by federal or state governments and tax matters; the
possibility that the merger does not close, including, but not
limited to, due to the failure to satisfy the closing conditions,
including the receipt of approval of both Centene’s stockholders
and Health Net’s stockholders; the risk that financing for the
transaction may not be available on favorable terms; and risks and
uncertainties discussed in the reports that Centene and Health Net
have filed with the Securities and Exchange Commission (the “SEC”).
These forward-looking statements reflect Centene’s and Health Net’s
current views with respect to future events and are based on
numerous assumptions and assessments made by Centene and Health Net
in light of their experience and perception of historical trends,
current conditions, business strategies, operating environments,
future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve known and unknown
risks and uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
announcement could cause Centene’s and Health Net’s plans with
respect to the proposed merger, actual results, performance or
achievements, industry results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this announcement
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date of this
announcement. Neither Centene nor Health Net assumes any obligation
to update the information contained in this announcement (whether
as a result of new information, future events or otherwise), except
as required by applicable law. These risks, as well as other risks
associated with the merger, are more fully discussed in the
definitive joint proxy statement/prospectus filed with the SEC on
September 21, 2015 in connection with the merger. A further list
and description of risks and uncertainties can be found in
Centene’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014 and in its reports on Form 10-Q and Form 8-K
as well as in Health Net’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2014 and in its reports on Form
10-Q and Form 8-K.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed merger transaction involving Centene and Health Net
will be submitted to the respective stockholders of Centene and
Health Net for their consideration. In connection with the
proposed merger, Centene prepared a registration statement on
Form S-4 that included a definitive joint proxy
statement/prospectus for the stockholders of Centene and Health Net
filed with the SEC on September 21, 2015. The registration
statement has been declared effective by the SEC. Each of Centene
and Health Net have mailed the definitive joint proxy
statement/prospectus to their respective stockholders and, at the
appropriate time, will file other documents regarding the merger
with the SEC. Centene and Health Net urge investors and
stockholders to read the definitive joint proxy
statement/prospectus, as well as other documents filed with the
SEC, because they will contain important information. Investors
and security holders may receive the registration statement
containing the joint proxy statement/prospectus and other documents
free of charge at the SEC’s web site, http://www.sec.gov. These
documents can also be obtained free of charge from Centene upon
written request to the Investor Relations Department, Centene
Plaza, 7700 Forsyth Blvd., St. Louis, MO 63105,
(314) 725-4477, or from Centene’s website,
http://www.centene.com/investors/, or from Health Net upon written
request to the Investor Relations Department, Health Net, Inc.,
21650 Oxnard Street, Woodland Hills, CA 91367,
(800) 291-6911, or from Health Net’s website,
http://www.healthnet.com/InvestorRelations.
PARTICIPANTS IN SOLICITATION
Centene, Health Net and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
respective stockholders of Centene and Health Net in favor of the
merger. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the
respective stockholders of Centene and Health Net in connection
with the proposed merger is set forth in the definitive joint proxy
statement/prospectus filed with the SEC on September 21,
2015. You can find information about Centene’s executive
officers and directors in its definitive proxy statement for its
2015 Annual Meeting of Stockholders, which was filed with the SEC
on March 16, 2015. You can find information about
Health Net’s executive officers and directors in its
definitive proxy statement for its 2015 Annual Meeting of
Stockholders, which was filed with the SEC on March 26,
2015. You can obtain free copies of these documents from
Centene and Health Net using the contact information above.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933,
as amended, and otherwise in accordance with applicable law.
1 Permission to use quotations from the ISS and Glass Lewis
reports was neither sought nor obtained.
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version on businesswire.com: http://www.businesswire.com/news/home/20151013006903/en/
Health Net, Inc.Investor Contact:Peter O’Neill(818)
676-8692peter.oneill@healthnet.comorMedia Contact:Brad
Kieffer(818) 676-6833brad.kieffer@healthnet.com
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