LOS ANGELES -- (Business Wire)
Health Net, Inc. (NYSE:HNT) (“Health Net”) announced today that it has
received the consents necessary to effect certain amendments (the
“Amendments”) to its 6.375% Senior Notes due 2017 (CUSIP No. 422248 AA2)
(the “Notes”).
The Amendments (a) amend the defined term “Change of Control” in the
Notes to provide that Health Net’s merger (the “Merger”) with
subsidiaries of Centene Corporation (“Centene”) as contemplated by the
previously announced Agreement and Plan of Merger dated July 2, 2015,
(the “Merger Agreement”) will not constitute a Change of Control and (b)
add to, amend, supplement or change certain other defined terms
contained in the Notes related to the foregoing. The effectiveness of
the Amendments is not a condition to the completion of the Merger,
although the Merger remains subject to stockholder and regulatory
approvals and other customary closing conditions.
Health Net received the consents of holders of a majority of the
aggregate principal amount of the Notes prior to the expiration time of
5:00 p.m., New York City time, on August 12, 2015. As a result, Health
Net and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”)
have entered into the First Supplemental Indenture to the Indenture,
dated as of May 18, 2007, by and among Health Net and the Trustee, which
effects the Amendments (the “Supplemental Indenture”). The Supplemental
Indenture became effective on August 12, 2015, and its provisions will
become operative upon payment of the consent consideration described in
the succeeding paragraph.
Health Net will make or cause to be made cash payments of $2.50 for each
$1,000 in aggregate principal amount of Notes for which a consent was
validly delivered prior to the expiration date.
These cash payments are expected to be paid on August 14, 2015. Health
Net conducted the consent solicitation at the request of Centene
pursuant to a covenant contained in the Merger Agreement. Centene has
agreed that it will be responsible for all liabilities incurred by
Health Net in connection with the consent solicitation, including all
consent fees payable to holders of the Notes.
Wells Fargo Securities, LLC acted as solicitation agent, and D.F. King &
Co., Inc. acted as the information and tabulation agent in connection
with the consent solicitation.
This announcement is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to buy any Notes or any
other securities. This announcement is also not a solicitation of
consents with respect to the Amendments or any securities.
Cautionary Statement Regarding Forward-Looking Statements
This press release and other public pronouncements contain certain
forward-looking statements with respect to the financial condition,
results of operations and business of Health Net, Centene, and the
combined businesses of Health Net and Centene and certain plans and
objectives of Health Net and Centene with respect thereto, including the
expected benefits of the consent solicitation and the Merger. These
statements may include forward-looking statements for the period after
completion of the consent solicitation and the Merger. Such
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
that may 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 following:
-
Health Net’s or Centene’s ability to accurately predict and
effectively manage health benefits and other operating expenses and
reserves;
-
competition;
-
membership and revenue projections;
-
timing of regulatory contract approval;
-
changes in health care practices;
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changes in expected contract start dates;
-
changes in expected closing dates, estimated purchase price and
accretion for acquisitions;
-
inflation;
-
foreign currency fluctuations;
-
provider and state contract changes;
-
new technologies;
-
advances in medicine;
-
reduction in provider payments by governmental payors;
-
major epidemics;
-
disasters and numerous other factors affecting the delivery and cost
of health care;
-
the expiration, cancellation or suspension of Health Net’s or
Centene’s Medicare or Medicaid managed care contracts by federal or
state governments;
-
the outcome of pending legal or regulatory proceedings;
-
availability of debt and equity financing on favorable terms;
-
the expected closing date of the Merger;
-
the possibility that the expected synergies and value creation from
the 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, and federal or
state laws or regulations, including the Patient Protection and
Affordable Care Act and the Health Care and Education Affordability
Reconciliation Act and any regulations enacted thereunder;
-
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 Health Net’s stockholders and
Centene’s stockholders;
-
the risk that financing for the Merger may not be available on
favorable terms;
-
risks and uncertainties discussed in the reports that Health Net and
Centene have filed with the Securities and Exchange Commission (the
“SEC”); and
-
risks and uncertainties set forth in the Consent Solicitation
Statement.
These forward-looking statements reflect Health Net’s and Centene’s
current views with respect to future events and are based on numerous
assumptions and assessments made by Health Net and Centene 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 press release could cause Health
Net’s and Centene’s plans with respect to the consent solicitation and
the 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 press release are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date of this press release.
Neither Health Net nor Centene assumes any obligation to update the
information contained in this press release (whether as a result of new
information, future events or otherwise), except as required by
applicable law. A further list and description of risks and
uncertainties can be found in Health Net’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2014, and in its Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K as well as in
Centene’s Annual Report on Form 10-K for the fiscal year ended December
31, 2014, and in its Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.
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,
dual eligible, U.S. Department of Defense, including TRICARE, and U.S.
Department of Veterans Affairs programs. 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 Net’s
website at www.healthnet.com.
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
will prepare a registration statement on Form S-4 that will include a
joint proxy statement/prospectus for the stockholders of Centene and
Health Net to be filed with the SEC, and each will mail the joint proxy
statement/prospectus to their respective stockholders and file other
documents regarding the proposed transaction with the SEC. Centene
and Health Net urge investors and stockholders to read the joint proxy
statement/prospectus when it becomes available, as well as other
documents filed with the SEC, because they will contain important
information. Investors and security holders will be able to 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 (when they are available) 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 will be set forth in the joint proxy statement/prospectus when it
is filed with the SEC. 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150812006306/en/
Contacts:
D.F. King & Co., Inc.
Tom Long, 212-269-5550
Source: Health Net, Inc.
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