Filed by Health Net, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Subject Company: Health Net, Inc.
Commission File No.: 1-12718
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Investor Contact: |
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Media Contact: |
Peter ONeill |
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Brad Kieffer |
(818) 676-8692 |
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(818) 676-6833 |
peter.oneill@healthnet.com |
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brad.kieffer@healthnet.com |
HEALTH NET RECEIVES RECOMMENDATIONS FROM ISS AND GLASS LEWIS
THAT SHAREHOLDERS VOTE FOR THE AGREEMENT AND
PLAN OF MERGER WITH CENTENE
Transaction on track to close in early 2016
LOS ANGELES, October 13, 2015 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 Nets 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
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Permission to use quotations from the ISS and Glass Lewis reports was neither sought nor obtained. |
Jay Gellert, Health Nets 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 Nets 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 Nets 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 Nets 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 Centenes 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 Centenes 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 Nets proxy solicitor:
MacKenzie Partners
105 Madison
Avenue
New York, NY 10016
Phone: (800) 322-2885 or (212) 929-5500
Email: proxy@mackenziepartners.com
Website: www.mackenziepartners.com
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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 Nets 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 Centenes or Health
Nets 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 Centenes stockholders and Health Nets 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
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statements reflect Centenes and Health Nets 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 Centenes and
Health Nets 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 Centenes 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 Nets 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 SECs 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 Centenes 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 Nets website, http://www.healthnet.com/InvestorRelations.
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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 Centenes 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 Nets 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.
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