Centene to sell its
continental European businesses to Vivalto
Santé
Another milestone in Centene's value creation
program and ongoing portfolio review
ST.
LOUIS, July 25, 2022 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) announced today that as part of its
previously announced review of strategic alternatives for its
international portfolio, it has signed a definitive agreement to
sell to Vivalto Santé its Spanish and Central European businesses,
which include:
- Ribera Salud, a healthcare
provider in Spain, which operates
hospitals and provides other healthcare services, including through
public-private partnerships;
- Torrejón Salud (Torrejón), a public-private partnership in the
Community of Madrid which is
operated by Ribera Salud; and
- Pro Diagnostics Group (PDG), a subsidiary of Ribera Salud, which owns clinics providing
radiology and other services in Slovakia and the Czech Republic.
"This transaction represents another significant milestone in
our value creation plan and ongoing portfolio review," said
Sarah London, CEO of Centene. "We
are pleased to have found a leading European healthcare partner in
Vivalto Santé, who we believe is best positioned to drive growth
and make additional investments in Ribera
Salud, Torrejón, and PDG, so they can continue providing
high-quality care for patients across Europe."
Vivalto Santé is the third-largest private hospital company in
France, operating more than 50
private hospitals, and is controlled by Vivalto Partners, a
European private equity firm dedicated to the healthcare industry.
Over 1,000 doctors are also shareholders of the group, providing a
unique dual ownership and governance model. Vivalto Santé has
pioneered social impact in the private hospital sector in
France by becoming the first
"Société à Mission" (French equivalent of a Certified B
Corporation) in the sector, incorporating in its by-laws a clear
"raison d'être" vis- à -vis patients "to care for and accompany
patients along their care pathway and their lives" and vis-à-vis
employees "to empower caregivers by emphasizing team spirit,
favorable working conditions and professional inclusion."
Approximately 35% of the employees are shareholders of the
company.
Barclays is serving as financial advisor to Centene, and
Garrigues and Havel Partners are serving as its legal counsel.
Latham & Watkins is serving as legal counsel to Vivalto
Partners.
Centene intends to use the majority of the net proceeds from the
sale to repurchase stock and the balance to reduce debt. The
transaction is expected to be neutral to Centene's adjusted diluted
earnings per share in the 12-month period post-closing.
The transaction is subject to regulatory approvals in
Spain and Slovakia and satisfaction of other customary
closing conditions. The transaction is expected to close by the end
of the year.
About Centene Corporation
Centene Corporation, a
Fortune 500 company, is a leading healthcare enterprise that is
committed to helping people live healthier lives. The Company takes
a local approach – with local brands and local teams – to provide
fully integrated, high-quality, and cost-effective services to
government-sponsored and commercial healthcare programs, focusing
on under-insured and uninsured
individuals. Centene offers affordable and high-quality
products to nearly 1 in 15 individuals across the nation, including
Medicaid and Medicare members (including Medicare Prescription Drug
Plans) as well as individuals and families served by
the Health Insurance Marketplace, the TRICARE program, and
individuals in correctional facilities. The Company also serves
several international markets, and contracts with other healthcare
and commercial organizations to provide a variety of specialty
services focused on treating the whole
person. Centene focuses on long-term growth and value
creation as well as the development of its people, systems, and
capabilities so that it can better serve its members, providers,
local communities, and government partners.
Centene uses its investor relations website to publish important
information about the Company, including information that may be
deemed material to investors. Financial and other information about
Centene is routinely posted and is accessible on Centene's investor
relations website, https://investors.centene.com/.
Forward-Looking Statements
All statements, other
than statements of current or historical fact, contained in this
press release are forward-looking statements. Without limiting the
foregoing, forward-looking statements often use words such as
"believe," "anticipate," "plan," "expect," "estimate," "intend,"
"seek," "target," "goal," "may," "will," "would," "could,"
"should," "can," "continue" and other similar words or expressions
(and the negative thereof). Centene (the Company, our, or we)
intends such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and we are
including this statement for purposes of complying with these
safe-harbor provisions. In particular, these statements include,
without limitation, statements about the timing, closing, and
financial impact of the transaction, use of net proceeds of the
transaction, our future operating or financial performance, market
opportunity, value creation strategy, competition, expected
activities in completed and future acquisitions, including
statements about the impact of our recently completed acquisition
of Magellan Health (the Magellan Acquisition), other recent and
future acquisitions and dispositions, investments and the adequacy
of our available cash resources. These forward-looking statements
reflect our current views with respect to future events and are
based on numerous assumptions and assessments made by us in light
of our experience and perception of historical trends, current
conditions, business strategies, operating environments, future
developments, and other factors we believe appropriate. By their
nature, forward-looking statements involve known and unknown risks
and uncertainties and are subject to change because they relate to
events and depend on circumstances that will occur in the future,
including economic, regulatory, competitive, and other factors that
may cause our or our industry's actual results, levels of activity,
performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements
expressed or implied by these forward-looking
statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties, and
assumptions. All forward-looking statements included in this press
release are based on information available to us on the date
hereof. Except as may be otherwise required by law, we undertake no
obligation to update or revise the forward-looking statements
included in this press release, whether as a result of new
information, future events or otherwise, after the date
hereof. You should not place undue reliance on any forward-looking
statements, as actual results may differ materially from
projections, estimates, or other forward-looking statements due to
a variety of important factors, variables and events including, but
not limited to: the risk that the closing conditions, including
applicable regulatory approvals for the transaction may be delayed
or not obtained, uncertainty as to the expected financial
performance of the combined company following the recent completion
of the Magellan Acquisition; the possibility that the expected
synergies and value creation from the Magellan Acquisition or the
acquisition of WellCare Health Plans, Inc.(the WellCare
Acquisition) (or other acquired businesses) will not be realized,
or will not be realized within the respective expected time
periods; disruption from the integration of the Magellan
Acquisition or from the integration of the WellCare Acquisition,
unexpected costs, or similar risks from other acquisitions we may
announce or complete from time to time, including potential adverse
reactions or changes to business relationships with customers,
employees, suppliers or regulators, making it more difficult to
maintain business and operational relationships; a downgrade
of the credit rating of our indebtedness; the exertion of
management's time and our resources, and other expenses incurred
and business changes required in connection with complying with the
undertakings in connection with any regulatory, governmental or
third party consents or approvals for acquisitions; changes in
expected closing dates, estimated purchase price and accretion for
acquisitions; restrictions and limitations in connection with our
indebtedness; availability of debt and equity financing, on terms
that are favorable to us; inflation; foreign currency fluctuations;
and risks and uncertainties discussed in the reports that Centene
has filed with the Securities and Exchange Commission. This list of
important factors is not intended to be exhaustive. We discuss
certain of these matters more fully, as well as certain other
factors that may affect our business operations, financial
condition, and results of operations, in our filings with the
Securities and Exchange Commission (SEC), including our annual
report on Form 10-K, quarterly reports on Form 10-Q, and current
reports on Form 8-K.
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SOURCE Centene Corporation