ST.
LOUIS, Jan. 23, 2023 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) announced today that it has completed the
previously announced divestiture of Magellan Specialty Health
to Evolent Health, Inc. (Evolent).
"We are pleased to reach another significant milestone in our
ongoing portfolio review and value creation plan," said
Sarah London, Chief Executive
Officer of Centene. "With the close of this transaction, we look
forward to launching our national strategic partnership with
Evolent and expanding our relationship with Magellan Specialty
Health to ensure our members and providers have access to a broad
and integrated portfolio of value-based specialty solutions."
Centene acquired Magellan Specialty Health, also known as NIA,
in January 2022 as part of its
acquisition of Magellan Health, Inc.
Centene received approximately $660
million in proceeds at closing, subject to adjustment in
accordance with the purchase agreement, with approximately
$400 million paid in cash and the
remainder paid in Evolent common stock. In addition, Centene will
receive up to $150 million in cash
and Evolent common stock in 2024 if certain performance metrics are
achieved.
About Centene Corporation
Centene Corporation, a
Fortune 500 company, is a leading 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 individuals across the nation, 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 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 value
creation as well as 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, https://investors.centene.com/.
Forward-Looking Statements
All statements, other
than statements of current or historical fact, contained in this
press release 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). Centene (the Company, our, or we)
intends such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and we are
including this statement for purposes of complying with these
safe-harbor provisions. In particular, these statements include,
without limitation, statements about our future operating or
financial performance, market opportunity, value creation strategy,
competition, expected activities in connection with completed and
future acquisitions and dispositions, our investments and the
adequacy of our available cash resources. These forward-looking
statements reflect our current views with respect to future events
and are based on numerous assumptions and assessments made by us in
light of our experience and perception of historical trends,
current conditions, business strategies, operating environments,
future developments and other factors we believe 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 our or our 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 press
release are based on information available to us on the date
hereof. Except as may be otherwise required by law, we undertake no
obligation to update or revise the forward-looking statements
included in this press release, whether as a result of new
information, future events or otherwise, after the date hereof. 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: our ability to accurately predict and effectively manage health
benefits and other operating expenses and reserves, including
fluctuations in medical utilization rates due to the ongoing impact
of COVID-19; our ability to maintain or 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; the risk that the
election of new directors, changes in senior management, and any
inability to retain key personnel may create uncertainty or
negatively impact our ability to execute quickly and effectively;
uncertainty as to the expected financial performance of the
combined company following the recent completion of the acquisition
of Magellan Health, Inc. (the Magellan Acquisition); the
possibility that the expected synergies and value creation from the
Magellan Acquisition or the acquisition of WellCare Health Plans,
Inc. (the WellCare Acquisition) (or other acquired businesses) will
not be realized, or will not be realized within the respective
expected time periods; disruption from the integration of the
Magellan Acquisition or from the integration of the WellCare
Acquisition; unexpected costs, or similar risks, from other
acquisitions or dispositions we may announce or complete from time
to time, 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; impairments to real estate, investments,
goodwill and intangible assets; a downgrade of the credit rating of
our indebtedness; 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 (collectively referred to as the ACA) and any
regulations enacted thereunder that may result from changing
political conditions, the current administration or judicial
actions; rate cuts or other payment reductions or delays by
governmental payors and other risks and uncertainties affecting our
government businesses; our ability to adequately price products;
tax matters; disasters or major epidemics; changes in expected
contract start dates; provider, state, federal, foreign and other
contract changes and timing of regulatory approval of contracts;
the expiration, suspension, or termination of our 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 legal or regulatory proceedings
or matters, including, but not limited to, our ability to resolve
claims and/or allegations made by states with regard to past
practices, including at Envolve Pharmacy Solutions, Inc. (Envolve),
as our pharmacy benefits manager (PBM) subsidiary, within the
reserve estimate we previously recorded and on other acceptable
terms, or at all, or whether additional claims, reviews or
investigations relating to our PBM business will be brought by
states, the federal government or shareholder litigants, or
government investigations; the timing and extent of benefits from
our value creation strategy, including the possibility that the
benefits received may be lower than expected, may not occur, or
will not be realized within the expected time periods; challenges
to our contract awards; cyber-attacks or other privacy or data
security incidents; the exertion of management's time and our
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 or dispositions; any changes
in expected closing dates, estimated purchase price and accretion
for acquisitions or dispositions; restrictions and limitations in
connection with our indebtedness; the availability of debt and
equity financing on terms that are favorable to us; inflation;
foreign currency fluctuations; and risks and uncertainties
discussed in the reports that Centene has filed with the Securities
and Exchange Commission. 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 our
business operations, financial condition and results of operations,
in our filings with the Securities and Exchange Commission (SEC),
including our 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, we cannot give assurances with respect to our
future performance, including without limitation our ability to
maintain adequate premium levels or our ability to control our
future medical and selling, general and administrative
costs.
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SOURCE Centene Corporation