8-KMaterial AgreementsExhibits & Filings

CENTENE CORP 8-K Report, Material Agreement (Jul 7, 2015)

Filed July 7, 2015For Securities:CNC

Summary

Centene Corporation (CNC) has filed an 8-K report on July 7, 2015, announcing a significant definitive agreement to acquire Health Net, Inc. This strategic move will involve a merger where Health Net will be acquired by Centene, with the transaction structured as a two-step merger process. The acquisition consideration for Health Net stockholders will consist of a combination of cash and Centene common stock, specifically $28.25 in cash and 0.622 shares of Centene common stock per share of Health Net common stock. This agreement marks a substantial expansion for Centene, aiming to enhance its market position and service offerings within the health insurance sector. The filing also details the customary representations, warranties, and covenants made by both parties, as well as the conditions precedent to closing, which include stockholder approvals, regulatory clearances (such as HSR Act approval), and successful effectiveness of a Form S-4 registration statement.

Key Highlights

  • 1Centene Corporation entering into a definitive Agreement and Plan of Merger to acquire Health Net, Inc.
  • 2The transaction is structured as a two-step merger, with Health Net as the initial surviving entity.
  • 3Health Net shareholders will receive $28.25 in cash and 0.622 shares of Centene common stock per share.
  • 4Customary representations, warranties, and covenants are included in the merger agreement.
  • 5Key closing conditions include approval from both Centene and Health Net stockholders, HSR Act clearance, and other regulatory approvals.
  • 6Termination fees are outlined for both parties under specific circumstances, including failure to obtain necessary approvals or breaches of the agreement.
  • 7A voting agreement is in place with Jay M. Gellert, CEO of Health Net, to vote his shares in favor of the transaction.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Centene Corporation's entry into a material definitive agreement to acquire Health Net, Inc. It details the terms of the merger, the consideration to be paid to Health Net shareholders, and the conditions required for the transaction to be completed.

Health Net shareholders will receive a combination of cash and Centene common stock. Specifically, for each share of Health Net common stock, they will receive $28.25 in cash and 0.622 shares of Centene common stock.

The merger is subject to several closing conditions, including the approval of the merger agreement by the holders of a majority of Health Net's outstanding common stock, the approval of the issuance of Centene common stock by Centene's stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, obtaining necessary state insurance and health care regulatory approvals, and the effectiveness of Centene's Form S-4 registration statement.

Yes, the merger agreement includes provisions for termination fees payable by either Centene or Health Net under specific circumstances, such as failure to obtain stockholder approvals, material breaches of the agreement, or if either party enters into an agreement with a superior proposal. The amounts and conditions for these fees vary.