Centene (CNC), WellCare (WCG) File Definitive Proxy Statement and Set June 24 Special Meeting Date

May 23, 2019 4:40 PM EDT

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Centene Corporation (NYSE: CNC) and WellCare Health Plans, Inc. (NYSE: WCG) announced the filing of the definitive joint proxy statement and prospectus with the U.S. Securities and Exchange Commission in connection with Centene's pending acquisition of WellCare. The joint proxy statement is being mailed to Centene and WellCare stockholders on or about May 24, 2019.

The Centene Special Meeting of stockholders to vote on the shares of Centene common stock to be issued in connection with the transaction is scheduled to take place on June 24, 2019, at 10 a.m. Central Time and will be held at Centene Plaza, 7700 Forsyth Boulevard, St. Louis, Missouri. All stockholders of record of Centene common stock as of the close of business on May 8, 2019, will be entitled to vote their shares either in person or by proxy at the Special Meeting.

The WellCare Special Meeting of stockholders to vote on the transaction is scheduled to take place on June 24, 2019, at 11 a.m. Eastern Time and will be held at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022. All stockholders of record of WellCare common stock as of the close of business on May 22, 2019, will be entitled to vote their shares either in person or by proxy at the Special Meeting.

The Centene and WellCare Boards of Directors unanimously recommend that stockholders vote "FOR" the proposals to approve the merger agreement, as described in more detail in the definitive joint proxy statement.

As previously announced on March 27, 2019, Centene will acquire WellCare in a cash and stock transaction for $305.39 per share based on Centene's closing stock price on March 26, 2019 for a total enterprise value of $17.3 billion. The combination of Centene and WellCare will create the premier healthcare enterprise focused on government sponsored healthcare, and the combined company will be well positioned to better serve members, help them achieve better health outcomes, and drive growth.

Highlights of the transaction include:

  • Delivering Attractive Earnings Accretion. The transaction is expected to generate adjusted diluted earnings per share accretion of approximately mid-single digits in year two following closing, with long-term growth opportunities and cost reduction across markets and products.
  • Driving Long-Term Stockholder Value Creation. The combination is expected to generate approximately $500 million of annual net cost synergies by year two and pre-tax annual long-term run-rate net synergies of more than $700 million.
  • Building on Centene's Strong Track Record of Financial and Operational Outperformance. The addition of WellCare is an important step in Centene's short- and long-term growth strategy and is expected to build on Centene's strong track record of stockholder value creation. Centene has delivered total stockholder return over the five and 10 year periods ending 2018 of 259% and 1,230%, respectively, outperforming the S&P 500 and its peers.
  • Delivering Significant Benefits to Members and Government Partners. The combined company would be the leader in government-sponsored healthcare with increased scale and diversification both geographically and in its managed care service offerings, and enhance access to high-quality services for members. Its more than 23 million members across 50 states would benefit from its affordable and high-quality products.
  • Supporting Shared Commitment to Local Communities. Centene and WellCare share strong commitments to the communities in which their employees and members live and work. The combined company will enhance its already robust efforts to address the social determinants of health such as food insecurity, housing instability, homelessness, unemployment, lack of access to transportation and other non-medical barriers to health.

Centene and WellCare continue to expect that the transaction will close by the first half of 2020, subject to approval by Centene and WellCare stockholders, clearance under the Hart-Scott Rodino Act, receipt of required state regulatory approvals and other customary closing conditions.

Centene stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the Centene Special Meeting may contact Centene's proxy solicitors:

Morrow Sodali, LLC(800) 662-5200 (toll-free)(203) 658-9400 (collect)Email: cnc@morrowsodali.com

or

Saratoga Proxy Consulting LLC(888) 368-0379 (toll-free)(212) 257-1311 (collect)Email: info@saratogaproxy.com

WellCare stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the WellCare Special Meeting may contact WellCare's proxy solicitor:

Innisfree M&A Incorporated(888) 750-5834 (toll-free)(212) 750-5833 (collect)



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