Item 7.01. Regulation FD Disclosure.
On January 4, 2021, Centene Corporation (the "Company") and Magellan Health,
Inc. issued a joint press release announcing their entry into a defenitive
merger agreement. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated into this Item 7.01 by reference.
In addition, on January 4, 2021, the Company held a conference call and made a
simultaneous presentation to investors to discuss the announcement of the merger
agreement. A copy of the investor presentation is attached hereto as Exhibit
99.2 and is incorporated into this Item 7.01 by reference.
The information under this Item 7.01, along with Exhibit 99.1 and Exhibit 99.2
attached hereto, are being furnished and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall it be incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The furnishing of
Exhibit 99.1 and Exhibit 99.2 attached hereto is not intended to constitute a
determination by the Company that the information is material or that the
dissemination of the information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated January 4, 2021
99.2 Investor Presentation, dated January 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Cautionary Statement of Forward-Looking Statements
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). Centene Corporation (the
"Company", "Centene," "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, growth strategy, competition, expected activities in completed and
future acquisitions, including statements about the impact of our proposed
acquisition (the "Transaction") of Magellan Health, Inc. ("Magellan Health"),
our recently completed acquisition (the "WellCare Acquisition") of WellCare
Health Plans, Inc. ("WellCare"), other recent and future acquisitions,
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.
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All forward-looking statements included in this communication 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 communication, 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: 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 our resources or otherwise have an adverse effect on
the Company; the risk that Magellan Health's stockholders do not adopt the
merger agreement; 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;
the impact of COVID-19 on global markets, economic conditions, the healthcare
industry and our results of operations, which is unknown, and the response by
governments and other third parties; uncertainty as to the expected financial
performance of the combined company following completion of the Transaction;
uncertainty as to our expected financial performance during the period of
integration of the WellCare Acquisition; the possibility that the expected
synergies and value creation from the Transaction or the WellCare Acquisition
will not be realized, or will not be realized within the expected time period;
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 the Transaction; the risk that unexpected costs will
be incurred in connection with the completion and/or integration of the
Transaction or the integration of the WellCare Acquisition or that the
integration of Magellan Health or WellCare will be more difficult or time
consuming than expected; 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; a downgrade of
the credit rating of our indebtedness, which could give rise to an obligation to
redeem existing indebtedness; unexpected costs, charges or expenses resulting
from the Transaction or the WellCare Acquisition; the possibility that competing
offers will be made to acquire Magellan Health; the inability to retain key
personnel; disruption from the announcement, pendency and/or completion of the
Transaction or the integration of the WellCare Acquisition, 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; the risk that, following the
Transaction, the combined company may not be able to effectively manage its
expanded operations; 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 impact of COVID-19;
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 (ACA) 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 or judicial actions, including the ultimate outcome in
"Texas v. United States of America" regarding the constitutionality of the ACA;
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 on the Health Insurance Marketplaces and other
commercial and Medicare products; tax matters; disasters or major epidemics; the
outcome of legal and regulatory proceedings; 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 pending or future litigation or government
investigations; challenges to our contract awards; cyber-attacks or other
privacy or data security incidents; the possibility that the expected synergies
and value creation from acquired businesses, including businesses we may acquire
in the future, will not be realized, or will not be realized within the expected
time period; 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; disruption caused by significant
completed and pending acquisitions, including, among others, the WellCare
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; changes in
expected closing dates, estimated purchase price and accretion for acquisitions;
the risk that acquired businesses will not be integrated successfully;
restrictions and limitations in connection with our indebtedness; 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; 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
the Company has filed with the Securities and Exchange Commission.
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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.
Important Additional Information and Where to Find It
In connection with the Transaction, Magellan Health intends to file with the SEC
a proxy statement for its stockholders (the "Proxy Statement"). Magellan Health
will send the Proxy Statement to its stockholders and may file other documents
regarding the Transaction with the SEC. This communication is not a substitute
for the Proxy Statement or any other document that Magellan Health may send to
its stockholders in connection with the Transaction. INVESTORS AND SECURITY
HOLDERS OF MAGELLAN HEALTH ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAGELLAN HEALTH, THE
TRANSACTION AND RELATED MATTERS. Investors and security holders of Magellan
Health will be able to obtain free copies of the Proxy Statement and other
documents (including any amendments or supplements thereto) containing important
information about Magellan Health once those documents are filed with the SEC,
through the website maintained by the SEC at www.sec.gov. Magellan Health makes
available free of charge at www.magellanhealth.com copies of materials it files
with, or furnishes to, the SEC.
Participants In The Solicitation
Centene and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from the stockholders
of Magellan Health, Inc. in connection with the Transaction.
Information about the directors and executive officers of Centene is set forth
in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019,
which was filed with the SEC on February 18, 2020, its proxy statement for its
2020 annual meeting of stockholders, which was filed with the SEC on March 13,
2020, and on its website at www.centene.com.
Investors may obtain additional information regarding the interests of such
participants, which may, in some cases, be different than those of Magellan
Health's stockholders generally, and a description of their direct and indirect
interests, by security holdings or otherwise, by reading the Proxy Statement and
other materials to be filed with the SEC in connection with the Transaction when
they become available. You may obtain these documents free of charge through the
website maintained by the SEC at www.sec.gov and from the websites of Centene or
Magellan Health as described above.
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