ST. LOUIS, Oct. 13, 2015 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) today announced that the two leading
independent proxy advisory firms -- Institutional Shareholder
Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") --
have recommended that at Centene's special meeting of shareholders
scheduled for October 23, 2015,
Centene shareholders vote "FOR" all proposals, including the share
issuance proposal approving the agreement and plan of merger with
Health Net, Inc. (NYSE: HNT), as well as the amendment to Centene's
certificate of incorporation to increase the number of authorized
shares of Centene common stock from 200 million to 400
million.
ISS stated in its October 8, 2015
report to approve the issuance of shares related to the merger:
"Support for the acquisition is warranted given the strategic
rationale for the transaction, including expected annual cost
synergies of $150 million by year two
and 10 percent accretion to diluted earnings per share in the first
year."*
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."*
Michael F. Neidorff, Centene's
Chairman, President and Chief Executive Officer, said, "We are
pleased that ISS and Glass Lewis recommended that shareholders vote
for our proposed transaction with Health Net. With Health
Net, we see opportunities to drive growth by increasing scale and
broadening our geographic and product diversification, and we
expect the combined company to be well positioned for future
success."
The Centene Board of Directors unanimously recommends that
Centene shareholders vote "FOR" the proposal to approve the
issuance of Centene common stock in the merger, which is necessary
to complete the merger.
Centene's special meeting of shareholders is scheduled to take
place on October 23, 2015, at
1 p.m. Eastern Time (12 p.m. Central Time). The meeting will be held
at 7700 Forsyth Boulevard, St. Louis,
Missouri 63105. All shareholders of record of
Centene'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 shareholder
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 shareholders 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
shareholders will own approximately 71 percent of the combined
entity, with Health Net shareholders 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
shareholders, approvals by relevant state insurance and health care
regulators, and satisfaction of other customary closing
conditions.
Centene shareholders who need assistance in completing the proxy
card or voting instruction form or have questions regarding the
Centene special meeting may contact Centene's proxy solicitors:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10024
Phone: (877) 825-8772
Banks & Brokers: (212) 750-5833
or
Morrow & Co., LLC
470 West Avenue
Stamford, CT 06902
Phone: (800) 662-5200
Banks & Brokers: (203) 658-9400
Email: Centene@morrowco.com
* Permission to use quotations from the ISS and Glass Lewis
reports was neither sought nor obtained.
About Centene Corporation
Centene Corporation, a Fortune 500 company, is a diversified,
multi-national healthcare enterprise that provides a portfolio of
services to government-sponsored healthcare programs, focusing on
under-insured and uninsured individuals. Many receive benefits
provided under Medicaid, including the State Children's Health
Insurance Program (CHIP), as well as Aged, Blind or Disabled (ABD),
Foster Care and Long Term Care
(LTC), in addition to other state-sponsored/hybrid programs and
Medicare (Special Needs Plans). The Company operates local health
plans and offers a range of health insurance solutions. It also
contracts with other healthcare and commercial organizations to
provide specialty services including behavioral health management,
care management software, correctional healthcare services, dental
benefits management, in-home health services, life and health
management, managed vision, pharmacy benefits management, specialty
pharmacy and telehealth services.
For more information about Centene Corporation, please visit
Centene's website at www.centene.com.
Forward Looking Statements
This material may contain 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 joint
proxy statement/prospectus, as it may be amended, that is included
in the Registration Statement on Form S-4 that has been 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 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,
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 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.
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SOURCE Centene Corporation