Health Net Announces Stockholder Approval of Proposed Merger with Centene
23 Outubro 2015 - 3:45PM
Business Wire
Transaction on track to close in early 2016
Health Net, Inc. (NYSE:HNT) announced that during a special
meeting of stockholders held today, its stockholders voted to
approve the adoption of the previously announced merger agreement
with Centene Corporation (NYSE: CNC).
Of the 62,065,550 shares voting at the special meeting of
stockholders, more than 97 percent voted in favor of the
proposal, representing more than 78 percent of Health Net’s
total outstanding shares of common stock as of the close of
business on September 22, 2015, the record date for the
special meeting.
Separately today, Centene announced that its stockholders voted
to approve the issuance of Centene common stock to Health Net
stockholders in connection with the pending merger transaction at a
special meeting of Centene’s stockholders.
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.
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 approvals by relevant state insurance and health care
regulators, and satisfaction of other customary closing
conditions.
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
The company and its representatives may from time to time make
written and oral forward-looking statements within the meaning of
the Private Securities Litigation Reform Act (“PSLRA”) of 1995,
including statements in this and other press releases, in
presentations, filings with the Securities and Exchange Commission
(“SEC”), reports to stockholders and in meetings with investors and
analysts. All statements in this press release, other than
statements of historical information provided herein, may be deemed
to be forward-looking statements and as such are intended to be
covered by the safe harbor for “forward-looking statements”
provided by PSLRA. These statements are based on management’s
analysis, judgment, belief and expectation only as of the date
hereof, and are subject to changes in circumstances and a number of
risks and uncertainties. Without limiting the foregoing, statements
including the words “believes,” “anticipates,” “plans,” “expects,”
“may,” “should,” “could,” “estimate,” “intend,” “feels,” “will,”
“projects” and other similar expressions are intended to identify
forward-looking statements. Actual results could differ materially
from those expressed in, or implied or projected by the
forward-looking information and statements due to a number of
factors, variables or events. Certain of these factors relate to
the company’s proposed business combination with Centene
Corporation (“Centene”), including, among other things, 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; the possibility that the merger
does not close, including, but not limited to, due to the failure
to satisfy the closing conditions; the risk that financing for the
transaction may not be available on favorable terms; and certain
other risks associated with the merger, as more fully discussed in
the definitive joint proxy statement/prospectus that was filed with
the SEC on September 21, 2015, in connection with the merger.
Other factors include, among others, health care reform and other
increased government participation in and taxation or regulation of
health benefits and managed care operations, including but not
limited to the implementation of, and subsequent modifications to,
the Patient Protection and Affordable Care Act and the Health Care
and Education Reconciliation Act of 2010 and the regulations
promulgated thereunder (collectively, the “ACA”) as well as any
related fees, assessments and taxes; the company’s ability to
successfully participate in California’s Coordinated Care
Initiative, which is subject to a number of risks inherent in
untested health care initiatives and requires the company to
adequately predict the costs of providing benefits to individuals
that are generally among the most chronically ill within each of
Medicare and Medi-Cal and implement delivery systems for benefits
with which the company has limited operating experience; the
company’s ability to successfully participate in the federal and
state health insurance exchanges under the ACA, which involve
uncertainties related to the mix and volume of business that could
negatively impact the adequacy of the company’s premium rates and
may not be sufficiently offset by the risk apportionment provisions
of the ACA; increasing health care costs, including but not limited
to costs associated with the introduction of new treatments or
therapies; the company’s ability to reduce administrative expenses
while maintaining targeted levels of service and operating
performance; the recompetition of the company’s T-3 contract for
the TRICARE North region; negative prior period claims reserve
developments; rate cuts and other risks and uncertainties affecting
the company’s Medicare or Medicaid businesses; trends in medical
care ratios; membership declines or negative changes in the
company’s health care product mix; unexpected utilization patterns
or unexpectedly severe or widespread illnesses; failure to
effectively oversee the company’s third-party vendors;
noncompliance by the company or the company’s business associates
with any privacy laws or any security breach involving the
misappropriation, loss or other unauthorized use or disclosure of
confidential information; the timing of collections on amounts
receivable from state and federal governments and agencies;
litigation costs; regulatory issues with federal and state agencies
including, but not limited to, the California Department of Managed
Health Care and Department of Health Care Services, the Arizona
Health Care Cost Containment System, the Centers for Medicare &
Medicaid Services, the Office of Civil Rights of the U.S.
Department of Health and Human Services and state departments of
insurance; operational issues; changes in political, economic or
market conditions; investment portfolio impairment charges;
volatility in the financial markets; and general business and
market conditions. The factors described in the context of such
forward-looking statements in this press release could cause the
company or Centene’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. Additional factors that
could cause actual results to differ materially from those
reflected in the forward-looking statements include, but are not
limited to, the risks discussed in the “Risk Factors” section
included within the company’s most recent Annual Report on Form
10-K and any subsequent Quarterly Reports on Form 10-Q filed with
the SEC and the other risks discussed in the company’s filings with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements. Except as may be required by law, the
company undertakes no obligation to address or publicly update any
of its forward-looking statements to reflect events or
circumstances that arise after the date of this release.
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version on businesswire.com: http://www.businesswire.com/news/home/20151023005769/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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