ST. LOUIS, June 14, 2018 /PRNewswire/ -- Centene Corporation
(NYSE: CNC) ("Centene" or "the Company") announced today that the
New York Attorney General approved
the Company's transaction with Fidelis
Care. Centene expects to close the transaction on or about
July 1, 2018, subject to satisfaction
or waiver of the closing conditions.
"With this regulatory approval, we have a clear path to
completing our transaction with Fidelis
Care and expanding Centene's national leadership in
government sponsored healthcare," said Michael F. Neidorff, Chairman and CEO of Centene
Corporation. "We have been hard at work planning for the seamless
integration of Fidelis Care and its
members into the Centene network. Upon completion, we look forward
to delivering on the opportunities this transaction will create for
all of our stakeholders by enabling us to transform health in the
New York community, one person at
a time."
As previously announced on September 12,
2017, Centene Corporation entered into an agreement with
Fidelis Care to acquire
substantially all of the assets of Fidelis
Care in a transaction valued at $3.75
billion, under which Fidelis
Care will become Centene's health plan in New York State.
About Centene Corporation
Centene Corporation, a
Fortune 100 company, is a diversified, multi-national healthcare
enterprise that provides a portfolio of services to government
sponsored and commercial healthcare programs, focusing on
under-insured and uninsured individuals. Many receive benefits
provided under Medicaid, including the State Children's Health
Insurance Program (CHIP), as well as Aged, Blind or Disabled (ABD),
Foster Care and Long-Term Services
and Supports (LTSS), in addition to other state-sponsored programs,
Medicare (including the Medicare prescription drug benefit commonly
known as "Part D"), dual eligible programs and programs with the
U.S. Department of Defense and U.S. Department of Veterans Affairs.
Centene also provides healthcare services to groups and individuals
delivered through commercial health plans. Centene operates local
health plans and offers a range of health insurance solutions. It
also contracts with other healthcare and commercial organizations
to provide specialty services including behavioral health
management, care management software, correctional healthcare
services, dental benefits management, commercial programs,
home-based primary care services, life and health management,
vision benefits management, pharmacy benefits management, specialty
pharmacy and telehealth services.
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, http://www.centene.com/investors.
Forward-Looking Statements
The company and its
representatives may from time to time make written and oral
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act ("PSLRA") of 1995, including
statements in this and other press releases, in presentations,
filings with the Securities and Exchange Commission ("SEC"),
reports to stockholders and in meetings with investors and
analysts. In particular, the information provided in this press
release may contain certain forward-looking statements with respect
to the financial condition, results of operations and business of
Centene and certain plans and objectives of Centene with respect
thereto, including but not limited to the expected benefits of the
acquisition ("Health Net Acquisition") of Health Net, Inc. ("Health
Net") and the proposed acquisition of New
York State Catholic Health Plan, Inc., d/b/a Fidelis Care
New York ("Fidelis Care") ("Proposed
Fidelis Acquisition" or "Fidelis Care Transaction"). These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Without limiting
the foregoing, forward-looking statements often use words such as
"anticipate", "seek", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aim", "continue", "will",
"may", "can", "would", "could" or "should" or other words of
similar meaning or the negative thereof. We intend such
forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements contained in PSLRA. A
number of factors, variables or events 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, Centene's ability to accurately predict and effectively
manage health benefits and other operating expenses and reserves;
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 and any regulations
enacted thereunder that may result from changing political
conditions; rate cuts or other payment reductions or delays by
governmental payors and other risks and uncertainties affecting
Centene's government businesses; Centene's ability to adequately
price products on federally facilitated and state based Health
Insurance Marketplaces; tax matters; disasters or major epidemics;
the outcome of legal and regulatory proceedings; changes in
expected contract start dates; provider, state, federal and other
contract changes and timing of regulatory approval of contracts;
the expiration, suspension or termination of Centene or
Fidelis Care's 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 pending or future litigation or
government investigations; challenges to Centene or Fidelis Care's contract awards; cyber-attacks or
other privacy or data security incidents; the possibility that the
expected synergies and value creation from acquired businesses,
including, without limitation, the Health Net Acquisition and the
Proposed Fidelis Acquisition, will not be realized, or will not be
realized within the expected time period, including, but not
limited to, as a result of any failure to obtain any regulatory,
governmental or third party consents or approvals in connection
with the Proposed Fidelis Acquisition or any conditions, terms,
obligations or restrictions imposed in connection with the receipt
of such consents or approvals; the exertion of management's time
and Centene's 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 the Health Net Acquisition or the
Proposed Fidelis Acquisition; disruption caused by significant
completed and pending acquisitions, including the Health Net
Acquisition and the Proposed Fidelis Acquisition, making it more
difficult to maintain business and operational relationships; the
risk that unexpected costs will be incurred in connection with the
completion and/or integration of acquisition transactions,
including among others, the Health Net Acquisition and the Proposed
Fidelis Acquisition; changes in expected closing dates, estimated
purchase price and accretion for acquisitions; the risk that
acquired businesses and pending acquisitions, including Health Net
and Fidelis Care, will not be
integrated successfully; the risk that the conditions to the
completion of the Proposed Fidelis Acquisition may not be satisfied
or completed on a timely basis, or at all; failure to obtain or
receive any required regulatory approvals, consents or clearances
for the Proposed Fidelis Acquisition, and the risk that, even if so
obtained or received, regulatory authorities impose conditions on
the completion of the transaction that could require the exertion
of management's time and Centene's resources, or otherwise have an
adverse effect on Centene or the completion of the Proposed Fidelis
Acquisition; business uncertainties and contractual restrictions
while the Proposed Fidelis Acquisition is pending, which could
adversely affect Centene's business and operations; change of
control provisions or other provisions in certain agreements to
which Fidelis Care is a party, which
may be triggered by the completion of the Proposed Fidelis
Acquisition; loss of management personnel and other key employees
due to uncertainties associated with the Proposed Fidelis
Acquisition; the risk that, following completion of the Proposed
Fidelis Acquisition, the combined company may not be able to
effectively manage its expanded operations; restrictions and
limitations that may stem from the financing arrangements that the
combined company will enter into in connection with the Proposed
Fidelis Acquisition; Centene's ability to 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; availability of
debt and equity financing, on terms that are favorable to Centene;
inflation; foreign currency fluctuations; and risks and
uncertainties discussed in the reports that Centene has filed with
the SEC. These forward-looking statements reflect Centene's current
views with respect to future events and are based on numerous
assumptions and assessments made by Centene in light of its
experience and perception of historical trends, current conditions,
business strategies, operating environments, future developments
and other factors it believes 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.
The factors described in the context of such forward-looking
statements in this press release could cause Centene's plans with
respect to the Health Net Acquisition, 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 currently 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. Centene does not assume 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. This list of important factors is not intended to
be exhaustive. We discuss certain of these matters more fully, as
well as certain other risk factors that may affect Centene's
business operations, financial condition and results of operations,
in Centene's filings with the SEC, including the annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K.
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SOURCE Centene Corporation