ST. LOUIS and TAMPA, Fla., June 24,
2019 /PRNewswire/ -- Centene Corporation (NYSE: CNC)
("Centene") and WellCare Health Plans, Inc. (NYSE: WCG)
("WellCare") today announced that the stockholders of both
companies approved all proposals regarding Centene's pending
acquisition of WellCare pursuant to the definitive merger agreement
between the parties.
At the special meeting of Centene's stockholders held today in
St. Louis, Centene stockholders
voted to approve proposals of the pending transaction with
WellCare. Approximately 85% of the outstanding shares of Centene
common stock voted at the Centene special meeting, with over 99%
voting to approve the issuance of Centene common stock in
connection with the acquisition.
At the special meeting of WellCare's stockholders held
separately today in New York,
WellCare stockholders voted to approve proposals of the pending
transaction with Centene. Approximately 83% of the shares of
WellCare outstanding common stock voted at the special meeting,
with 99% voting in favor of the adoption of the merger
agreement.
Centene and WellCare will each file the final vote results for
their respective stockholder meetings on a Current Report on Form
8-K with the U.S. Securities and Exchange Commission.
"We are pleased that Centene stockholders overwhelmingly support
the recommendation of the board of directors on the pending
combination with WellCare and have voted in favor of the
transaction," said Michael F.
Neidorff, Centene's Chairman and Chief Executive Officer.
"With the addition of WellCare, we are creating a combined company
that is better able to serve members and help them achieve better
health outcomes. Centene and WellCare will continue to move forward
with federal and regulatory approvals with a focus on improving
quality for recipients, fair compensation for providers and savings
for states. We thank our stockholders for their continued support
and look forward to working with WellCare to complete this
transaction."
"We thank WellCare stockholders for their continued support and
are glad to achieve this important milestone as we work toward
closing our combination with Centene. In addition to providing
additional opportunities for our employees and better health
outcomes for our members, this transaction provides WellCare with
an opportunity to become part of a leader in the field, with full
access to their systems and capabilities which support enhanced
quality for recipients," said Ken
Burdick, WellCare's Chief Executive Officer.
The companies are working through the 26-state insurance
approval processes required for completion of the
transaction. To date, all required Form As and
Form Es have been filed, and conditional approvals have
been obtained in four states—Alabama, Arkansas, Kentucky and Missouri. Missouri's state approval is conditioned on
the parties' divestiture of certain Medicaid assets in Missouri.
In addition, Centene and WellCare each received a request for
additional information and documentary information and materials
from the Department of Justice ("DOJ"), which was not unexpected
given the size of the transaction. The companies continue to work
expeditiously and cooperatively with the DOJ through this
process.
Centene and WellCare do not plan to, and expressly disclaim any
obligation to, provide updates regarding the status of the
regulatory approvals for the transaction.
The companies reaffirm their expectation that the transaction
will be completed by the first half of 2020.
Completion of the transaction remains subject to clearance under
the Hart-Scott Rodino Act, receipt of required state regulatory
approvals and other customary closing conditions.
Additional information about the transaction can be found at
centene-wellcare.com.
Allen & Company LLC, Barclays, Evercore and J.P. Morgan
Securities LLC are serving as financial advisors to Centene and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as its
legal counsel. Goldman Sachs is serving as financial advisor to
WellCare and Kirkland & Ellis LLP and Locke Lord LLP are serving as legal
counsel.
About Centene
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.
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.
About WellCare Health Plans, Inc.
Headquartered in
Tampa, Fla., WellCare Health
Plans, Inc. (NYSE: WCG) focuses primarily on providing
government-sponsored managed care services to families, children,
seniors and individuals with complex medical needs primarily
through Medicaid, Medicare Advantage and Medicare Prescription Drug
Plans, as well as individuals in the Health Insurance Marketplace.
WellCare serves approximately 6.3 million members nationwide as of
March 31, 2019. For more information
about WellCare, please visit the company's website at
www.wellcare.com.
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) the risk that regulatory or
other approvals required for the WellCare Transaction may be
delayed or not obtained or are obtained subject to conditions that
are not anticipated that could require the exertion of management's
time and Centene's resources or otherwise have an adverse effect on
Centene; (ii) the possibility that certain conditions to the
consummation of the WellCare Transaction will not be satisfied or
completed on a timely basis and accordingly the WellCare
Transaction may not be consummated on a timely basis or at all;
(iii) uncertainty as to the expected financial performance of the
combined company following completion of the WellCare Transaction;
(iv) 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; (v) 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; (vi) the risk that unexpected costs will be incurred
in connection with the completion and/or integration of the
WellCare Transaction or that the integration of WellCare will be
more difficult or time consuming than expected; (vii) the risk that
potential litigation in connection with the WellCare Transaction
may affect the timing or occurrence of the WellCare Transaction or
result in significant costs of defense, indemnification and
liability; (viii) a downgrade of the credit rating of Centene's
indebtedness, which could give rise to an obligation to redeem
existing indebtedness; (ix) unexpected costs, charges or expenses
resulting from the WellCare Transaction; (x) the inability to
retain key personnel; (xi) disruption from the announcement,
pendency and/or 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
(xii) 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; (xxxix) 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.
Cautionary Statement on Forward-Looking Statements of
WellCare
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). Such
forward-looking statements are intended to be covered by the
safe-harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and this
statement is included for purposes of complying with these
safe-harbor provisions. In particular, these statements include,
without limitation, statements about WellCare's future operating or
financial performance, market opportunity, growth strategy,
competition, expected activities in completed and future
acquisitions, including statements about the impact of the
Transaction, investments and the adequacy of WellCare's available
cash resources.
These forward-looking statements reflect WellCare's current
views with respect to future events and are based on numerous
assumptions and assessments made by WellCare in light of WellCare's
experience and perception of historical trends, current conditions,
business strategies, operating environments, future developments
and other factors WellCare 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 WellCare 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 WellCare on the date of this
communication. Except as may be otherwise required by law, WellCare
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) the risk that regulatory or
other approvals required for the Transaction may be delayed or not
obtained or are obtained subject to conditions that are not
anticipated that could require the exertion of management's time
and WellCare's resources or otherwise have an adverse effect on
WellCare; (ii) the possibility that certain conditions to the
consummation of the Transaction will not be satisfied or completed
on a timely basis and accordingly the Transaction may not be
consummated on a timely basis or at all; (iii) uncertainty as to
the expected financial performance of the combined company
following completion of the Transaction; (iv) the possibility that
the expected synergies and value creation from the Transaction will
not be realized, or will not be realized within the expected time
period; (v) the exertion of management's time and WellCare'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 Transaction; (vi) the risk that
unexpected costs will be incurred in connection with the completion
and/or integration of the Transaction or that the integration of
WellCare will be more difficult or time consuming than expected;
(vii) the risk that potential litigation in connection with the
Transaction may affect the timing or occurrence of the Transaction
or result in significant costs of defense, indemnification and
liability; (viii) a downgrade of the credit rating of WellCare's
indebtedness, which could give rise to an obligation to redeem
existing indebtedness; (ix) unexpected costs, charges or expenses
resulting from the Transaction; (x) the inability to retain key
personnel; (xi) disruption from the announcement, pendency and/or
completion of the 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 (xii) the risk
that, following the 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)
WellCare's progress on top priorities such as integrating care
management, advocating for WellCare's members, building advanced
relationships with providers and government partners, ensuring a
competitive cost position, and delivering prudent, profitable
growth, (ii) WellCare's ability to effectively identify, estimate
and manage growth, (iii) the ability to achieve accretion to
WellCare's earnings, revenues or other benefits expected, (iv)
disruption to business relationships, operating results, and
business generally of WellCare, (v) potential reductions in
Medicaid and Medicare revenue, (vi) WellCare's ability to estimate
and manage medical benefits expense effectively, including through
its vendors, (vii) WellCare's ability to negotiate actuarially
sound rates, especially in new programs with limited experience,
(viii) WellCare's ability to improve healthcare quality and access,
(ix) the appropriation and payment by state governments of Medicaid
premiums receivable, (x) the outcome of any protests and litigation
related to Medicaid awards, (xi) the approval of Medicaid contracts
by the Centers for Medicare & Medicaid Services, (xii) any
changes to the programs or contracts, (xiii) WellCare's ability to
address operational challenges related to new business and (xiv)
WellCare's ability to meet the requirements of readiness
reviews.
This list of important factors is not intended to be exhaustive.
WellCare discusses certain of these matters more fully, as well as
certain other factors that may affect its business operations,
financial condition and results of operations, in its filings with
the Securities and Exchange Commission (the "SEC"), including
WellCare'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, WellCare cannot give assurances with respect to
its future performance, including without limitation its ability to
maintain adequate premium levels or its ability to control its
future medical and selling, general and administrative costs.
Important Additional Information and Where to Find It
In connection with the WellCare Transaction, on May 23, 2019, Centene filed with the SEC the
Registration Statement, which included a prospectus with respect to
the shares of Centene's common stock to be issued in the WellCare
Transaction and a joint proxy statement for Centene's and
WellCare's respective stockholders (the "Joint Proxy Statement").
The SEC declared the Registration Statement effective on
May 23, 2019, and the Joint Proxy
Statement was first mailed to stockholders of Centene and WellCare
on or about May 24, 2019. Each of
Centene and WellCare may file other documents regarding the
WellCare Transaction with the SEC. This communication is not a
substitute for the Registration Statement, the Joint Proxy
Statement or any other document that Centene or WellCare may send
to their respective stockholders in connection with the WellCare
Transaction. INVESTORS AND SECURITY HOLDERS OF CENTENE AND
WELLCARE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTENE, WELLCARE, THE
WELLCARE TRANSACTION AND RELATED MATTERS. Investors and
security holders of Centene and WellCare are able to obtain free
copies of the Registration Statement, the Joint Proxy Statement and
other documents (including any amendments or supplements thereto)
containing important information about Centene and WellCare through
the website maintained by the SEC at www.sec.gov. Centene and
WellCare make available free of charge at www.centene.com and
www.ir.wellcare.com, respectively, copies of materials they file
with, or furnish to, the SEC.
No Offer or Solicitation
This communication is for informational purposes only and does not
constitute, or form a part of, an offer to sell or the solicitation
of an offer to sell or an offer to buy or the solicitation of an
offer to buy any securities, and there shall be no sale of
securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
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SOURCE Centene Corporation