ST. LOUIS, April 23, 2018 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) announced today that the New York
Department of Health and the New York Department of Financial
Services both issued their respective approvals of the Fidelis Care
transaction.
As previously announced, on September 12,
2017, Centene Corporation and Fidelis Care entered into an
Asset Purchase Agreement pursuant to which, among other things, a
newly formed, wholly owned subsidiary of Centene will purchase
substantially all of the assets of Fidelis Care for approximately
$3.75 billion.
"We are pleased to have crossed these milestones and look
forward to working with the regulatory authorities and Attorney
General through the completion of the process," said Michael F. Neidorff, Chairman and CEO of Centene
Corporation.
The Fidelis Care Transaction remains subject to regulatory
approval from the New York
Attorney General, the burdensome condition provision of Section
7.03(c) of the Asset Purchase Agreement, and certain closing
conditions. There can be no assurance that Centene will receive the
remaining regulatory approval for the Fidelis Care Transaction or
that the closing of the Fidelis Care Transaction will occur.
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 (including any such approvals under the New
York Non-For-Profit Corporation Law) 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, including any Burdensome
Condition as defined in the Fidelis asset purchase agreement, 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