Company sets record date of September 22, 2015
Company Website:
http://www.healthnet.com
LOS ANGELES -- (Business Wire)
Health
Net, Inc. (NYSE: HNT) (“Health Net”) today announced that the
registration statement on Form S-4 filed by Centene
Corporation (NYSE: CNC) (“Centene”), and the definitive joint proxy
statement/prospectus contained therein, regarding Health Net’s proposed
merger with Centene, have been declared effective by the Securities and
Exchange Commission (the “SEC”).
Health Net will hold a special meeting of its stockholders on Friday,
October 23, 2015, to:
(1) vote on a proposal to adopt the Agreement and Plan of Merger, dated
as of July 2, 2015, by and among Centene, Chopin Merger Sub I, Inc.,
Chopin Merger Sub II, Inc. and Health Net, as amended from time to time
(the “merger agreement”);
(2) vote on an advisory (non-binding) proposal to approve the
compensation that may be paid or become payable to Health Net’s named
executive officers that is based on or otherwise related to the
transactions contemplated by the merger agreement;
(3) vote on a proposal to approve the adjournment of the special meeting
to a later date or dates, if necessary or appropriate, to solicit
additional proxies in the event there are not sufficient votes at the
time of the special meeting to adopt the merger agreement; and
(4) transact such other business as may properly be presented at the
special meeting or any adjournments or postponements of the special
meeting.
The special meeting will be held at 10:00 a.m. Pacific Time (1:00 p.m.
Eastern Time) at 21281 Burbank Blvd., Woodland Hills, Calif. The record
date for determination of stockholders entitled to vote at the special
meeting will be the close of business on September 22, 2015.
Health Net’s board of directors unanimously recommends that Health Net
stockholders vote “FOR” the proposal to adopt the merger agreement,
which is necessary to complete the merger; “FOR” the approval, on an
advisory (non-binding) basis, of the compensation that may be paid or
become payable to Health Net’s named executive officers that is based on
or otherwise relates to the proposed transactions; and “FOR” the
proposal to approve the adjournment of the Health Net special meeting to
a later date or dates, if necessary or appropriate, to permit further
solicitation of proxies.
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. The companies continue to expect that the
transaction will close by early 2016, subject to approval by Centene and
Health Net stockholders, approvals by relevant state insurance and
health care regulators, and satisfaction of other customary closing
conditions.
Health Net stockholders who need assistance in completing the proxy card
or voting instruction form, or have questions regarding the Health Net
special meeting, may contact Health Net’s proxy solicitor:
MacKenzie Partners, Inc.
105 Madison Avenue
New York,
NY 10016
Phone: (800) 322-2885 or (212) 929-5500
Email: proxy@mackenziepartners.com
Website:
www.mackenziepartners.com
The joint proxy statement/prospectus, sample proxy card and directions
to the special meeting will be available at www.healthnet.com/InvestorRelations/SpecialProxy2015.
The information on or accessible through our website shall not be
included or incorporated by reference in the definitive joint proxy
statement/prospectus.
A live webcast, in which viewers may listen, but not participate, and
replay of the special meeting, will be available at www.healthnet.com
under “Investor
Relations.” The webcast is open to all interested parties. Health
Net recommends that listeners access the webcast at least 15 minutes
prior to its start time. Stockholders voting at the special meeting, in
person or by proxy, and anyone listening to the webcast should read
Health Net and Centene’s definitive joint proxy statement/prospectus
filed with the SEC on September 21, 2015, as well as Health Net’s Annual
Report on Form 10-K for the year ended December 31, 2014, Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2015 and
June 30, 2015, and other reports filed by Health Net from time to time
with the SEC.
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
and dual eligible programs, as well as programs with the U.S. Department
of Defense and U.S. Department of Veterans Affairs. 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.
CAUTIONARY STATEMENTS
This press release contains 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 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 definitive
joint proxy statement/prospectus 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 definitive
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. At the appropriate
time, each of Centene and Health Net will mail the definitive joint
proxy statement/prospectus to their respective stockholders and 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 (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, http://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 definitive 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150921006410/en/
Contacts:
Health Net, Inc.
Investor Contact:
Peter
O’Neill, (818) 676-8692
peter.oneill@healthnet.com
or
Media
Contact:
Brad Kieffer, (818) 676-6833
brad.kieffer@healthnet.com
Source: Health Net, Inc.
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