Transaction on track to close in early 2016
Company Website:
http://www.healthnet.com
LOS ANGELES -- (Business Wire)
Health
Net, Inc. (NYSE:HNT) today announced that independent proxy advisory
firms Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis &
Co. (“Glass Lewis”) have recommended that Health Net stockholders vote
“FOR” all proposals at Health Net’s special meeting of stockholders
scheduled for October 23, 2015, including the proposal to adopt the
merger agreement with Centene Corporation (NYSE: CNC).
ISS stated in its October 8, 2015 report to approve the merger:
“Shareholder support for the merger is warranted given the strategic
rationale for the transaction. … The merger is expected to generate
approximately $150 million in annual synergies … [and] … is expected to
be 10% accretive to earnings per share during the first year following
closing.”1
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.”1
Jay Gellert, Health Net's president and chief executive officer, said,
“We are pleased that ISS and Glass Lewis recommended that stockholders
vote for our proposed merger with Centene. We expect the combined
company to be well positioned for future success.”
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.
Health Net’s special meeting of stockholders is scheduled to take place
on October 23, 2015, at 10:00 a.m. Pacific Time (1:00 p.m. Eastern
Time). The meeting will be held at 21281 Burbank Blvd., Woodland Hills,
CA 91367. All stockholders of record of Health Net’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 stockholder 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 stockholders 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
stockholders will own approximately 71 percent of the combined entity,
with Health Net stockholders 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 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
105 Madison Avenue
New York, NY 10016
Phone:
(800) 322-2885 or (212) 929-5500
Email: proxy@mackenziepartners.com
Website:
www.mackenziepartners.com
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 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 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. 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, 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.
1 Permission to use quotations from the ISS and Glass Lewis
reports was neither sought nor obtained.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151013006903/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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