Item 8.01 Other Events.
On March 22, 2016, the California Department of Managed Health Care and the California
Department of Insurance each approved the merger of Health Net, Inc., a Delaware corporation
(Health Net or the company), and Centene Corporation, a Delaware corporation (Centene),
pursuant to that certain Agreement and Plan of Merger, dated as of July 2, 2015 (the Merger
Agreement), by and among Centene, Health Net, Chopin Merger Sub I, Inc., a Delaware corporation
and a direct wholly owned subsidiary of Centene, and Chopin Merger Sub II, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Centene.
Centene and Health Net expect to close the transaction in the coming days, subject to the
satisfaction or waiver of the closing conditions set forth in the Merger Agreement.
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 filings with the Securities and Exchange
Commission (SEC), in presentations, press releases, 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 managements 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 companys proposed business combination with Centene, including, among other
things, the expected closing date of the merger; 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, including, but not limited to, as a result of conditions, terms, obligations
or restrictions imposed by regulators in connection with their approval of, or consent to, the
merger; 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 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 companys 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 companys 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 adverse selection, undetected provider fraud and the introduction of new
treatments or therapies; the recompetition of the companys T-3 contract for the TRICARE North
region; negative prior period claims reserve developments; rate cuts and other risks and
uncertainties affecting the companys Medicare or Medicaid businesses; the companys ability to
successfully participate in Californias 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; trends in medical care ratios; membership
declines or negative changes in the companys health care product mix; unexpected utilization
patterns or unexpectedly severe or widespread illnesses; failure to effectively oversee the
companys third-party vendors; the companys ability to reduce administrative expenses while
maintaining targeted levels of service and operating performance; noncompliance by the company or
the companys 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 Centenes 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 companys most recent Annual Report on Form 10-K filed with the SEC and the other risks
discussed in the companys 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.