ST. LOUIS, Oct. 2, 2017 /PRNewswire/ -- Centene Corporation
(NYSE: CNC) announced today that the U.S. Federal Trade Commission
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect
to Centene's proposed acquisition of substantially all of the
assets of Fidelis Care for $3.75
billion.
As previously announced on September 12,
2017, the acquisition of the assets of Fidelis Care will
expand Centene's national leadership in government
sponsored healthcare with a leadership position in New York,
the country's second largest managed care state by membership. With
the addition of New York, Centene will have a
leadership position in the country's four largest managed care
states by membership – California, Florida, New
York and Texas. Fidelis Care is a not-for-profit
corporation that is a diversified leader in government programs,
serving over 1.6 million members as of June 30, 2017, with
total revenue of $4.8 billion for the six months
ended June 30, 2017.
The transaction is expected to close in the first quarter of
2018, subject to various closing conditions and receipt of New
York regulatory approvals, including approvals under the New
York Not-for-Profit Corporation Law.
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 Care
(LTC), 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, in-home health services, life
and health management, managed vision, 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 of Health Net, Inc. or Fidelis Care. 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 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's
contracts with federal or state governments (including but not
limited to Medicaid, Medicare, and TRICARE); the difficulty of
predicting the timing or outcome of pending or future litigation or
government investigations; challenges to Centene'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 Fidelis Care acquisition, will not be realized,
or will not be realized within the expected time period, including,
but not limited to, as a result of conditions, terms, obligations
or restrictions imposed by regulators in connection with their
approval of, or consent to, the acquisition; 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 certain regulatory
approvals for the Health Net acquisition and the Fidelis Care
acquisition; disruption from acquisitions, including the Health Net
acquisition and the Fidelis Care acquisition, making it more
difficult to maintain business and operational relationships; the
risk that unexpected costs will be incurred in connection with,
among other things, the Health Net acquisition, the Fidelis Care
acquisition and/or the successful integration of acquisitions;
changes in expected closing dates, estimated purchase price and
accretion for acquisitions; the risk that acquired businesses will
not be integrated successfully, including the Health Net
acquisition and the Fidelis Care acquisition; the risk that the
conditions of the Fidelis Care acquisition may not be satisfied or
completed on a timely basis, or at all; inability to pursue
alternatives to the Fidelis Care acquisition, or the risk that
potential competing acquirers of Centene may be discouraged from
making favorable alternative transaction proposals due to certain
provisions in the Fidelis Care asset purchase agreement; failure to
obtain expiration or termination of applicable waiting periods or
to receive any required regulatory approvals, consents or
clearances for the Fidelis Care 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 combined
company; business uncertainties and contractual restrictions while
the Fidelis Care 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 Fidelis Care acquisition; loss of management personnel and
other key employees due to uncertainties associated with the
Fidelis Care acquisition; the risk that, following completion of
the Fidelis Care 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 Fidelis
Care acquisition; Centene's ability to maintain or achieve
improvement in the Centers for Medicare and Medicaid Services (CMS)
Star ratings and other quality scores that impact revenue;
additional indebtedness incurred or equity issued to finance the
Fidelis Care acquisition; 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