Centene to
Preview Additional Details of Organizational Structure for Combined Company at
Investor Day Scheduled for June 14, 2019
NEWS
PROVIDED BY Centene
Corporation
May 31, 2019, 06:00 ET
ST. LOUIS, May 31, 2019 /PRNewswire/
-- Centene Corporation (NYSE: CNC)
("Centene" or the "Company") today announced that upon
completion of the pending combination with WellCare Health Plans, Inc.
(NYSE: WCG)
("WellCare"), Ken Burdick, currently Chief Executive Officer of
WellCare, and Drew Asher, currently Executive Vice President and Chief
Financial Officer of WellCare, will join Centene in executive leadership
positions. Mr. Burdick and Mr. Asher will report directly to Michael F.
Neidorff, Chairman, President and Chief Executive Officer of Centene. Mr.
Burdick's employment agreement is for a two-year term.
Neidorff said, "Ken and Drew are accomplished
executives, each with a strong track record of success that includes building
WellCare into the high-performing company it is today. Both Ken and Drew share
Centene's values that healthcare is best delivered locally, as well as a strong
commitment to smart execution and efficient management. This is a transaction
about growth and the success of the combined company. Centene and WellCare each
have extraordinary talent across all levels, and we look forward to leveraging
the strengths of our combined organization to realize the benefits of this
transaction for all of our stakeholders. We are pleased to be taking this
important step in the journey to combine our two great companies."
Burdick said, "I am very pleased to have made this
commitment and believe this announcement will help advance the effective
integration of our two companies upon closing. WellCare and Centene will be
stronger together, and I look forward to working with Michael and the
leadership team being assembled to bring the benefits of this strategic
combination to our members, communities, employees and shareholders. Michael
and his team have an impressive track record of delivering value to Centene's
stakeholders, and it's an honor and pleasure to be part of the new organization
upon close."
Asher said, "There is a lot of mutual respect between
the WellCare and Centene management teams and it will be a privilege to join
Centene, a company that shares so many of WellCare's important values. I look
forward to working with the team to finalize this strategic combination and
capitalize on the many opportunities it will create. I am confident that
together we can deliver on the promises of the combined company to benefit
members and their families across the country, as well as drive tremendous
value for our shareholders and opportunities for our employees."
Centene expects to announce additional details on the
combined Company's organizational structure and leadership team at its
previously scheduled Investor Day to be held on June 14, 2019. The event
will be webcast live before an audience of institutional investors and analysts
at the Pierre Hotel, 2 East 61st Street at Fifth Avenue, in New York City.
Details regarding the event and live webcast are available on the Investor
section of the Company's website at www.centene.com.
As previously announced on March 27, 2019, Centene and
WellCare agreed to combine in a transaction that will create a premier
healthcare enterprise focused on government-sponsored healthcare programs and a
leader in Medicaid, Medicare and the Health Insurance Marketplace. On May
23, 2019, the companies filed the definitive joint proxy statement and
prospectus with the U.S. Securities and Exchange Commission in connection with
the pending combination. The combination, which is expected to close by the
first half of 2020, remains subject to approval by Centene and WellCare
shareholders and other customary closing conditions.
About Kenneth A. Burdick
Ken was named CEO of WellCare Health Plans in January
2015. He leads the company in its mission to provide quality, cost-effective
healthcare solutions for the company's members, providers and government
customers. Ken joined WellCare as president, national health plans, in January
2014. He was promoted to president and chief operating officer in June
2014 and was named a member of the board of directors in December
2014.
About Drew Asher
Drew was named senior vice president and chief financial
officer in November 2014 and promoted to executive vice president and
chief financial officer in September 2016. He leads the company's
financial activities, including financial and performance management, capital
strategy and planning, actuarial, medical economics, internal controls,
investment management, corporate development and investor relations.
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.
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.
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 risk that Centene's stockholders do not approve the issuance of shares of
Centene common stock in the WellCare Transaction; (iii) the risk that
WellCare's stockholders do not adopt the merger agreement; (iv) 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; (v) uncertainty
as to the expected financial performance of the combined company following
completion of the WellCare Transaction; (vi) 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; (vii) 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; (viii) 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; (ix) 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; (x) a downgrade of the credit rating
of Centene's indebtedness, which could give rise to an obligation to redeem
existing indebtedness; (xi) unexpected costs, charges or expenses resulting
from the WellCare Transaction; (xii) the possibility that competing offers will
be made to acquire WellCare; (xiii) the inability to retain key personnel;
(xiv) 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 (xv) 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.
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.
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.
Participants In The Solicitation
Centene, WellCare and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Centene and WellCare in connection with the WellCare Transaction.
Centene, WellCare and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Centene and WellCare in connection with the WellCare 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, 2018, which was filed with the SEC on February 19,
2019, its proxy statement for its 2019 annual meeting of stockholders, which
was filed with the SEC on March 8, 2019, and on its website at www.centene.com.
Information about the directors and executive officers of
WellCare is set forth in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, which was filed with the SEC on February 12,
2019, its proxy statement for its 2019 annual meeting of stockholders, which
was filed with the SEC on April 8, 2019, and on its website at www.ir.wellcare.com.
Investors may obtain additional information regarding the
interest of such participants and a description of their direct and indirect
interests, by security holdings or otherwise, by reading the Registration
Statement, the Joint Proxy Statement and other materials filed with the SEC in
connection with the WellCare Transaction. 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 WellCare as described above.
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.
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.
SOURCE Centene Corporation
Related Links: http://www.centene.com
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