Health Net Receives Recommendations from ISS and Glass Lewis That Shareholders Vote "FOR" the Agreement and Plan of Merger with Centene

Loading...
Loading...
Health Net, Inc.
HNT
today announced that independent proxy advisory firms Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") have recommended that Health Net stockholders vote "FOR" all proposals at Health Net's special meeting of stockholders scheduled for October 23, 2015, including the proposal to adopt the merger agreement with Centene Corporation
CNC
. ISS stated in its October 8, 2015 report to approve the merger: "Shareholder support for the merger is warranted given the strategic rationale for the transaction. … The merger is expected to generate approximately $150 million in annual synergies … [and] … is expected to be 10% accretive to earnings per share during the first year following closing."1 In its October 9, 2015 report, Glass Lewis commented on the strategic benefits of the transaction: "Strategically, the proposed merger will result in the formation of a combined company that should have enhanced scale, greater geographic reach and a more diversified product mix, putting it in a better position (compared to either Centene or Health Net on a standalone basis) to compete in the evolving and consolidating managed care sector."1 Jay Gellert, Health Net's president and chief executive officer, said, "We are pleased that ISS and Glass Lewis recommended that stockholders vote for our proposed merger with Centene. We expect the combined company to be well positioned for future success." Health Net's board of directors unanimously recommends that Health Net stockholders vote "FOR" the proposal to adopt the merger agreement, which is necessary to complete the merger. Health Net's special meeting of stockholders is scheduled to take place on October 23, 2015, at 10:00 a.m. Pacific Time (1:00 p.m. Eastern Time). The meeting will be held at 21281 Burbank Blvd., Woodland Hills, CA 91367. All stockholders of record of Health Net's common stock as of the close of business on September 22, 2015, will be entitled to vote their shares either in person or by proxy at the stockholder meeting. As previously announced on July 2, 2015, the combination of Centene and Health Net will create a leading diversified multi-national healthcare enterprise, extending Centene's offerings in government programs, including Medicare Advantage and programs offered through contracts with the U.S. Department of Defense and U.S. Department of Veterans Affairs, as well as the commercial exchanges. Under the terms of the agreement, Centene will acquire all of the shares of Health Net in a cash and stock transaction valued at approximately $6.8 billion (based on Centene's closing stock price on July 1, 2015), including the assumption of approximately $500 million of debt. Health Net stockholders will receive 0.622 shares of Centene common stock and $28.25 in cash for each share of Health Net common stock. Upon completion of the transaction, Centene stockholders will own approximately 71 percent of the combined entity, with Health Net stockholders owning approximately 29 percent. Centene and Health Net received early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on August 12, 2015. Centene and Health Net continue to expect that the transaction will close in early 2016, subject to approval by Centene and Health Net stockholders, approvals by relevant state insurance and health care regulators, and satisfaction of other customary closing conditions. Health Net stockholders who need assistance in completing the proxy card or voting instruction form or have questions regarding the Health Net special meeting may contact Health Net's proxy solicitor: MacKenzie Partners 105 Madison Avenue New York, NY 10016 Phone: (800) 322-2885 or (212) 929-5500 Email: proxy@mackenziepartners.com Website: www.mackenziepartners.com
Loading...
Loading...
Posted In: NewsM&APress Releases
Benzinga simplifies the market for smarter investing

Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.

Join Now: Free!

Loading...