ST. LOUIS, Jan. 23, 2020 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) ("Centene") announced today that it
has completed its acquisition of WellCare Health Plans, Inc.
("WellCare").
Centene now provides access to high-quality and affordable
healthcare to its more than 24 million members across all 50
states, or 1 in 15 individuals across the nation. The Company will
continue to place great emphasis on long-term growth by
prioritizing its people, systems and capabilities so that it can
better serve its members, providers and government partners.
"We are pleased to have completed this transformational
acquisition to create a leading healthcare enterprise committed to
helping people live healthier lives through access to high-quality
and affordable healthcare solutions," said Michael F. Neidorff, Centene's Chairman,
President and Chief Executive Officer. "Through the integration
planning process, it has become even more apparent that our goals,
cultures and values are aligned. Centene is committed to building
on our mission to further improve the health of the communities we
serve. We look forward to Centene's next chapter where we will
continue to drive growth and create value for shareholders."
Pursuant to the terms of the merger agreement, as announced on
March 27, 2019, WellCare became a
wholly owned subsidiary of Centene. Under the terms of the merger
agreement, WellCare shareholders received a fixed exchange ratio of
3.38 shares of Centene common stock and $120 in cash for each share of WellCare common
stock.
With the completion of the transaction, the previously announced
divestitures of Centene's Illinois Medicaid and Medicare Advantage
plans, WellCare's Missouri Medicaid and Medicare Advantage plans
and WellCare's Nebraska Medicaid plan have also closed.
WellCare common stock will cease trading as of the close of
trading on January 23, 2020.
About Centene
Centene Corporation, a Fortune 100 company, is a leading
multi-national 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 Americans across all 50 U.S. states,
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 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, http://www.centene.com/investors.
Cautionary Statement on Forward-Looking Statements of
Centene
All statements, other than statements of current or
historical fact, contained in this communication 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). In particular, these statements include, without
limitation, statements about Centene's future operating or
financial performance, market opportunity, growth strategy,
competition, expected activities in completed and future
acquisitions, including statements about the impact of Centene's
proposed acquisition of WellCare Health Plans, Inc. (the "WellCare
Transaction"), Centene's recent acquisition (the "Fidelis Care
Transaction") of substantially all the assets of New York State Catholic Health Plan, Inc.,
d/b/a Fidelis Care New York ("Fidelis
Care"), investments and the adequacy of Centene's available
cash resources.
These forward-looking statements reflect Centene's current views
with respect to future events and are based on numerous assumptions
and assessments made by us in light of Centene's experience and
perception of historical trends, current conditions, business
strategies, operating environments, future developments and other
factors Centene 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,
including economic, regulatory, competitive and other factors that
may cause Centene's or its 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 filing are based
on information available to us on the date of this communication.
Except as may be otherwise required by law, Centene undertakes no
obligation to update or revise the forward-looking statements
included in this communication, whether as a result of new
information, future events or otherwise, after the date of this
filing. 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, the following: (i) uncertainty as to the expected
financial performance of the combined company following completion
of the WellCare Transaction; (ii) the possibility that the expected
synergies and value creation from the WellCare Transaction will not
be realized, or will not be realized within the expected time
period; (iii) 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 WellCare Transaction; (iv) the risk
that unexpected costs will be incurred in connection with the
integration of the WellCare Transaction or that the integration of
WellCare will be more difficult or time consuming than expected;
(v) a downgrade of the credit rating of Centene's indebtedness,
which could give rise to an obligation to redeem existing
indebtedness; (vi) unexpected costs, charges or expenses resulting
from the WellCare Transaction; (vii) the inability to retain key
personnel; (viii) disruption from the completion of the WellCare
Transaction, 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; and (ix) the risk that, following the
WellCare Transaction, the combined company may not be able to
effectively manage its expanded operations.
Additional factors that may cause actual results to differ
materially from projections, estimates, or other forward-looking
statements include, but are not limited to, the following: (i)
Centene's ability to accurately predict and effectively manage
health benefits and other operating expenses and reserves; (ii)
competition; (iii) membership and revenue declines or unexpected
trends; (iv) changes in healthcare practices, new technologies, and
advances in medicine; (v) increased healthcare costs, (vi) changes
in economic, political or market conditions; (vii) 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 Affordable Care
Act ("ACA"), and any regulations enacted thereunder that may result
from changing political conditions or judicial actions, including
the ultimate outcome of the District Court decision in "Texas v.
United States of America"
regarding the constitutionality of the ACA; (viii) rate cuts or
other payment reductions or delays by governmental payors and other
risks and uncertainties affecting Centene's government businesses;
(ix) Centene's ability to adequately price products on federally
facilitated and state-based Health Insurance Marketplaces; (x) tax
matters; (xi) disasters or major epidemics; (xii) the outcome of
legal and regulatory proceedings; (xiii) changes in expected
contract start dates; (xiv) provider, state, federal and other
contract changes and timing of regulatory approval of contracts;
(xv) the expiration, suspension, or termination of Centene's
contracts with federal or state governments (including but not
limited to Medicaid, Medicare, TRICARE or other customers); (xvi)
the difficulty of predicting the timing or outcome of pending or
future litigation or government investigations; (xvii) challenges
to Centene's contract awards; (xviii) cyber-attacks or other
privacy or data security incidents; (xix) the possibility that the
expected synergies and value creation from acquired businesses,
including, without limitation, the Fidelis Care Transaction, will
not be realized, or will not be realized within the expected time
period; (xx) 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 acquisitions, including the Fidelis Care
Transaction; (xxi) disruption caused by significant completed and
pending acquisitions, including, among others, the Fidelis Care
Transaction, making it more difficult to maintain business and
operational relationships; (xxii) the risk that unexpected costs
will be incurred in connection with the completion and/or
integration of acquisition transactions, including, among others,
the Fidelis Care Transaction; (xxiii) changes in expected closing
dates, estimated purchase price and accretion for acquisitions;
(xxiv) the risk that acquired businesses, including Fidelis Care, will not be integrated
successfully; (xxv) the risk that, following the Fidelis Care
Transaction, Centene may not be able to effectively manage its
expanded operations; (xxvi) restrictions and limitations in
connection with Centene's indebtedness; (xxvii) Centene's ability
to maintain 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;
(xxviii) availability of debt and equity financing, on terms that
are favorable to us; (xxix) inflation; and (xxx) foreign currency
fluctuations.
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 Centene's business operations,
financial condition and results of operations, in Centene's filings
with the Securities and Exchange Commission (the "SEC"), including
the registration statement on Form S-4 filed by Centene with the
Securities and Exchange Commission on May
23, 2019 (the "Registration Statement"), and Centene's
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, Centene cannot give assurances with respect to Centene's
future performance, including without limitation Centene's ability
to maintain adequate premium levels or Centene's ability to control
its future medical and selling, general and administrative
costs.
View original
content:http://www.prnewswire.com/news-releases/centene-completes-acquisition-of-wellcare-creating-a-leading-healthcare-enterprise-focused-on-government-sponsored-healthcare-programs-300992269.html
SOURCE Centene Corporation