Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Joint Press Release issued onJanuary 4, 2021 Cover Page lnteractive Data File (embedded within the Inline XBRL 104 document).
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the
proposed merger of Merger Sub, a wholly-owned subsidiary of Centene, with and
into the Company, such that the Company will become a wholly-owned subsidiary of
Centene. This communication does not constitute a solicitation of any vote or
approval. In connection with the proposed merger, the Company plans to file with
the
BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER.
Any vote in respect of resolutions to be proposed at the Company's stockholder
meetings to approve the proposed merger, the Merger Agreement or other responses
in relation to the proposed merger, should be made only on the basis of the
information contained in the Company's proxy statement. Stockholders may obtain
a free copy of the proxy statement and other documents the Company files with
the
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The proposed transaction will be implemented solely pursuant to the terms and conditions of the Merger Agreement, which contain the full terms and conditions of the proposed merger.
Participants in the Solicitation
The Company and its directors, executive officers and certain employees and
other persons may be deemed to be participants in the solicitation of proxies
from the Company's stockholders in connection with the proposed merger. Security
holders may obtain information regarding the names, affiliations and interests
of the Company's directors and executive officers in the Company's Annual Report
on Form 10-K for the fiscal year ended
Forward Looking Statements
This communication includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. All statements, other than statements of current or historical fact, contained in this press release may be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "may," "should," "could," "estimate," "intend" and other similar expressions are intended to identify forward-looking statements. Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Important proposed merger-related and other risk factors that may cause such differences include: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed merger; (ii) the transaction closing conditions may not be satisfied in a timely manner or at all, including due to the failure to obtain the Company stockholder approval and regulatory approvals; (iii) the announcement and pendency of the proposed merger may disrupt the Company's business operations (including the threatened or actual loss of employees, customers or suppliers); and (iv) the Company could experience financial or other setbacks if the transaction encounters unanticipated problems.
Other important factors that could cause actual results to differ materially
from those expressed or implied include , but are not limited to, the
effectiveness of business continuity plans during the COVID-19 pandemic,; the
possible election of certain of the Company's customers to manage the healthcare
services of their members directly; changes in rates paid to and/or by the
Company by customers and/or providers; higher utilization of healthcare services
by the Company's members; risks and uncertainties associated with the pharmacy
benefits management industry; delays, higher costs or inability to implement new
business or other initiatives; the impact of changes in the contracting model
for Medicaid contracts; termination or non-renewal of customer contracts; the
impact of new or amended laws or regulations; governmental inquiries;
litigation; competition; operational issues; healthcare reform; general business
conditions; and the other factors discussed in the Company's most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q and other filings we make
with the
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