Centene to sell Magellan Specialty Health to
Evolent
Another milestone in Centene's value creation
program and ongoing portfolio review
Centene and Evolent to create a national
strategic partnership
Centene expects to receive over $750 million in aggregate proceeds, including
potential earnout
ST.
LOUIS, Nov. 17, 2022 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) announced today that it has signed a
definitive agreement to sell Magellan Specialty Health to Evolent
Health, Inc. (Evolent). Subject to customary purchase price
adjustments, Centene expects to receive over $750 million in the aggregate from the
transaction.
Centene acquired Magellan Specialty Health, also known as NIA,
in January 2022 as part of its
acquisition of Magellan Health, Inc. Magellan Specialty Health is a
leading specialty benefit management organization that offers
industry-leading utilization management solutions to health plans,
including radiology management, musculoskeletal management,
physical medicine management, and genetic testing solutions.
Upon closing of the transaction, Centene and Evolent will launch
a multi-year, national strategic partnership, in which Centene will
continue and expand its relationship with Magellan Specialty
Health. In addition, Centene will continue its ongoing expansion of
Evolent's Oncology and End of Life Solutions, as well as evaluate
other Evolent specialty solutions.
"This transaction is another significant milestone in our
ongoing portfolio review and value creation plan," said
Sarah London, Chief Executive
Officer of Centene. "Magellan Specialty Health has been a trusted
partner of Centene and its health plans for more than a decade. By
combining Magellan Specialty Health with Evolent, who is also a
trusted partner, Centene will have access to a broad and integrated
portfolio of value-based specialty solutions across Centene's
geographies and lines of business."
Centene expects to receive approximately $600 million in proceeds at closing, with at
least $400 million paid in cash and
the remainder paid in Evolent common stock. In addition, Centene
will receive up to $150 million in
cash and Evolent common stock in 2024 if certain performance
metrics are achieved. The transaction is subject to U.S. federal
antitrust clearance, and satisfaction of other customary closing
conditions, and is expected to close in the first half of 2023.
J.P. Morgan Securities LLC is serving as financial advisor to
Centene, and Skadden, Arps, Slate, Meagher & Flom LLP is
serving as its legal counsel. Goldman Sachs is serving as financial
advisor to Evolent, and Bass Berry & Sims PLC is serving as its
legal counsel.
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
Earnings Per Share in the 12-month period post-closing.
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 our future operating or financial
performance, market opportunity, value creation strategy,
competition, expected activities in connection with completed and
future acquisitions and dispositions, including statements about
the impact of our recently completed acquisition of Magellan
Health, Inc. (the Magellan Acquisition), other recent and future
acquisitions and dispositions, our 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: our ability to accurately predict and effectively
manage health benefits and other operating expenses and reserves,
including fluctuations in medical utilization rates due to the
ongoing impact of COVID-19;our ability to maintain or achieve
improvement in the Centers for Medicare and Medicaid Services (CMS)
Star ratings and maintain or achieve improvement in other quality
scores in each case that can impact revenue and future growth; the
risk that the election of new directors, changes in senior
management, and any inability to retain key personnel may create
uncertainty or negatively impact our ability to execute quickly and
effectively; 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 the
WellCare Acquisition, unexpected costs, or similar risks from other
acquisitions or dispositions 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; the risk that the closing conditions,
including applicable regulatory approvals, for the pending
dispositions of Magellan Rx and Magellan Specialty businesses, may
be delayed or not obtained; impairments to real estate,
investments, goodwill and intangible assets; a downgrade of the
credit rating of our indebtedness; competition; membership and
revenue declines or unexpected trends; changes in healthcare
practices, new technologies, and advances in medicine; increased
healthcare costs; changes in economic, political or market
conditions; changes in federal or state laws or regulations,
including changes with respect to income tax reform or government
healthcare programs as well as changes with respect to the Patient
Protection and Affordable Care Act and the Health Care and
Education Affordability Reconciliation Act (collectively referred
to as the ACA) and any regulations enacted thereunder that may
result from changing political conditions, the current
administration or judicial actions; rate cuts or other payment
reductions or delays by governmental payors and other risks and
uncertainties affecting our government businesses; our ability to
adequately price products; tax matters; disasters or major
epidemics; changes in expected contract start dates; provider,
state, federal, foreign and other contract changes and timing of
regulatory approval of contracts; the expiration, suspension, or
termination of our contracts with federal or state governments
(including, but not limited to, Medicaid, Medicare, TRICARE or
other customers); the difficulty of predicting the timing or
outcome of legal or regulatory proceedings or matters, including,
but not limited to, our ability to resolve claims and/or
allegations made by states with regard to past practices, including
at Envolve Pharmacy Solutions, Inc. (Envolve), as our pharmacy
benefits manager (PBM) subsidiary, within the reserve estimate we
previously recorded and on other acceptable terms, or at all, or
whether additional claims, reviews or investigations relating to
our PBM business will be brought by states, the federal government
or shareholder litigants, or government investigations; the timing
and extent of benefits from our value creation strategy, including
the possibility that the benefits received may be lower than
expected, may not occur, or will not be realized within the
expected time periods; challenges to our contract
awards; cyber-attacks or other privacy or data security incidents;
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
or dispositions; any changes in expected closing dates, estimated
purchase price and accretion for acquisitions or dispositions;
restrictions and limitations in connection with our indebtedness;
the 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. Due to these important factors and risks, we
cannot give assurances with respect to our future performance,
including without limitation our ability to maintain adequate
premium levels or our ability to control our future medical and
selling, general and administrative costs.
View original
content:https://www.prnewswire.com/news-releases/centene-signs-definitive-agreement-to-divest-magellan-specialty-health-301682160.html
SOURCE Centene Corporation