ST. LOUIS, Dec. 30, 2021 /PRNewswire/ -- Centene
Corporation (NYSE: CNC) and Magellan Health, Inc. (NASDAQ:
MGLN) today announced that they have obtained all required
regulatory approvals necessary to close Centene's pending
acquisition of Magellan Health. Subject to the satisfaction of
customary closing deliveries, the parties anticipate closing the
acquisition on or about January 4,
2022.
The agreement enables Centene to provide whole-health solutions
across physical and mental health to deliver better health outcomes
at lower costs for complex, high-cost populations.
"We are pleased to achieve this regulatory milestone, and we
look forward to a timely close of the transaction. Our combined
company will have expanded reach in a variety of specialty services
and will provide increased access to behavioral health care during
a time of need for the communities we serve," said Michael Neidorff, Chairman and Chief Executive
Officer of Centene.
About Centene Corporation
Centene Corporation, a Fortune 25 company, is a leading
multi-national healthcare enterprise that is committed to helping
people live healthier lives. The Company takes a local approach –
with local brands and local teams – to provide fully integrated,
high-quality, and cost-effective services to government-sponsored
and commercial healthcare programs, focusing on under-insured and
uninsured individuals. Centene offers affordable and high-quality
products to nearly 1 in 15 individuals across the nation, including
Medicaid and Medicare members (including Medicare Prescription Drug
Plans) as well as individuals and families served by the Health
Insurance Marketplace, the TRICARE program, and individuals in
correctional facilities. The Company also serves several
international markets, and contracts with other healthcare and
commercial organizations to provide a variety of specialty services
focused on treating the whole person. Centene focuses on long-term
growth and the development of its people, systems and capabilities
so that it can better serve its members, providers, local
communities, and government partners.
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://investors.centene.com/.
Forward-Looking Statements
All statements, other than statements of current or
historical fact, contained in this press release 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 (the Company, 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 of Magellan
Health (the Magellan Acquisition), our completed acquisition of
WellCare Health Plans, Inc. (WellCare and such acquisition, the
WellCare Acquisition), 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. All forward-looking statements
included in this press release 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 press release, 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 impact of COVID-19 on
global markets, economic conditions, the healthcare industry and
our results of operations and the response by governments and other
third parties; 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; the risk that regulatory or other
approvals required for the Magellan Acquisition may be delayed or
not obtained or are subject to unanticipated conditions that could
require the exertion of management's time and our resources or
otherwise have an adverse effect on us; the possibility that
certain conditions to the consummation of the Magellan Acquisition
will not be satisfied or completed on a timely basis and
accordingly, the Magellan Acquisition may not be consummated on a
timely basis or at all; uncertainty as to the expected financial
performance of the combined company following completion of the
Magellan Acquisition; the possibility that the expected
synergies and value creation from the Magellan Acquisition or the
WellCare Acquisition (or other acquired businesses) will not be
realized, or will not be realized within the respective expected
time periods; the risk that unexpected costs will be incurred in
connection with the completion and/or integration of the Magellan
Acquisition or that the integration of Magellan Health will be more
difficult or time consuming than expected, or similar risks from
other acquisitions we may announce or complete from time to time;
the risk that potential litigation in connection with the Magellan
Acquisition may affect the timing or occurrence of the Magellan
Acquisition or result in significant costs of defense,
indemnification and liability; disruption from the announcement,
pendency, completion and/or integration of the Magellan Acquisition
or from the integration of the WellCare Acquisition, or similar
risks from other acquisitions we may announce or complete from time
to time, 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; a downgrade of the credit rating
of our indebtedness; the inability to retain key
personnel; 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 (collectively referred to as the ACA) and any
regulations enacted thereunder that may result from changing
political conditions, the new administration or judicial actions;
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; tax matters;
disasters or major epidemics; 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 legal or regulatory proceedings or matters,
including, but not limited to, our ability to resolve claims and/or
allegations made by states with regard to past practices, including
at Envolve Pharmacy Solutions, Inc. (Envolve), as our pharmacy
benefits manager (PBM) subsidiary, within the reserve estimate we
have recorded and on other acceptable terms, or at all, or whether
additional claims, reviews or investigations relating to our PBM
business will be brought by states, the federal government or
shareholder litigants, or government investigations; timing and
extent of benefits from strategic value creation initiatives;
challenges to our contract awards; cyber-attacks or other
privacy or data security incidents; 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, including the Magellan
Acquisition; 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 Centene has filed with the Securities and Exchange
Commission. 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.
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SOURCE Centene Corporation