UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2015 (October 23, 2015)

 

 

CENTENE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-31826   42-1406317

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7700 Forsyth Blvd.,

St. Louis, Missouri

  63105

(Address of Principal Executive

Offices)

  (Zip Code)

Registrant’s telephone number, including area code: (314) 725-4477

 

(Former Name or Former Address, if Changed Since Last Report): N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 23, 2015, Centene Corporation (“ Centene ”) held a special meeting of stockholders (the “ Special Meeting ”), at Centene’s headquarters in St. Louis, Missouri. At the Special Meeting, the stockholders approved an amendment (the “ Amendment ”) to Centene’s Certificate of Incorporation, as amended, to increase the number of authorized shares of Centene common stock, par value $0.001 per share (“ Centene Common Stock ”), from 200,000,000 to 400,000,000 (the “ Charter Amendment Proposal ”). The full text of the Amendment is attached as Exhibit 3.1 and is incorporated herein by reference.

The Amendment became effective upon Centene’s filing of the Certificate of Amendment to the Certificate of Incorporation of Centene with the Secretary of State of the State of Delaware on October 23, 2015.

Item 5.07. Submission of Matters to a Vote of Security Holders

The Special Meeting was held to consider and vote upon (i) a proposal to approve the issuance of Centene Common Stock, pursuant to the Agreement and Plan of Merger, dated as of July 2, 2015, by and among Centene, Chopin Merger Sub I, Inc., Chopin Merger Sub II, Inc. and Health Net, Inc. (“ Health Net ”), as the same may be amended from time to time (the “ Share Issuance Proposal ”), (ii) a proposal to approve any proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal (the “ Centene Adjournment Proposal ”), and (iii) the Charter Amendment Proposal.

At the Special Meeting, holders of 108,526,231 shares of Centene Common Stock, which represents approximately 91.1% of the shares of Centene Common Stock outstanding and entitled to vote as of the record date of September 22, 2015, were represented in person or by proxy.

The final voting results for each proposal, each of which is described in greater detail in Centene’s definitive proxy statement filed with the Securities and Exchange Commission (the “ SEC ”) on September 21, 2015, follow below:

Proposal One–The Share Issuance Proposal:

 

     For      Against      Abstain      Broker
Non-Votes
 

Total Shares Voted

     101,340,599         763,443         703,198         5,718,991   

The Share Issuance Proposal was approved by Centene’s stockholders.

Proposal Two–The Centene Adjournment Proposal:

 

     For      Against      Abstain  

Total Shares Voted

     100,081,059         7,520,404         924,768   

Stockholder action on the Centene Adjournment Proposal was not required because there were sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal.

Proposal Three–The Charter Amendment Proposal:

 

     For      Against      Abstain  

Total Shares Voted

     104,111,264         3,715,807         699,160   


The Charter Amendment Proposal was approved by Centene’s stockholders.

Item 8.01. Other Events

On October 23, 2015, Centene issued a press release announcing the final voting results of the Special Meeting, held on October 23, 2015. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.


Forward Looking Statements

This material may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Centene, Health Net and the combined businesses of Centene and Health Net and certain plans and objectives of Centene and Health Net with respect thereto, including the expected benefits of the proposed merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions or political conditions; changes in federal or state laws or regulations, including the Patient Protection and Affordable Care Act and the Health Care Education Affordability Reconciliation Act and any regulations enacted thereunder; provider and state contract changes; the outcome of pending legal or regulatory proceedings; reduction in provider payments by governmental payors; the expiration or termination of Centene’s or Health Net’s Medicare or Medicaid managed care contracts with federal or state governments; tax matters; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that financing for the transaction may not be available on favorable terms; and risks and uncertainties discussed in the reports that Centene and Health Net have filed with the SEC. These forward-looking statements reflect Centene’s and Health Net’s current views with respect to future events and are based on numerous assumptions and assessments made by Centene and Health Net in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Centene’s and Health Net’s plans with respect to the proposed merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this announcement. Neither Centene nor Health Net assumes any obligation to update the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus, as it may be amended, that is included in the Registration Statement on Form S-4 that has been filed with the SEC on September 21, 2015 in connection with the merger. A further list and description of risks and uncertainties can be found in Centene’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K as well as in Health Net’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K.

Additional Information and Where to Find It

The proposed merger transaction involving Centene and Health Net was approved by the respective stockholders of Centene and Health Net. In connection with the proposed merger, Centene prepared a registration statement on Form S-4 that included a joint proxy statement/prospectus for the stockholders of Centene and Health Net filed with


the SEC on September 21, 2015. The registration statement has been declared effective by the SEC. Each of Centene and Health Net have mailed the definitive joint proxy statement/prospectus to their respective stockholders and, at the appropriate time, will file other documents regarding the merger with the SEC. Centene and Health Net urge investors and stockholders to read the definitive joint proxy statement/prospectus, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders may receive the registration statement containing the joint proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov. These documents can also be obtained free of charge from Centene upon written request to the Investor Relations Department, Centene Plaza 7700 Forsyth Blvd. St. Louis, MO 63105, (314) 725-4477 or from Centene’s website, http://www.centene.com/investors/, or from Health Net upon written request to the Investor Relations Department, Health Net, Inc. 21650 Oxnard Street Woodland Hills, CA 91367, (800) 291-6911, or from Health Net’s website, www.healthnet.com/InvestorRelations.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
Number

  

Description

  3.1    Certificate of Amendment to the Certificate of Incorporation of Centene Corporation, dated October 23, 2015
99.1    Press Release issued by Centene Corporation on October 23, 2015


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CENTENE CORPORATION
Dated: October 23, 2015   By:   

/s/ Keith H. Williamson

    Name:   Keith H. Williamson
    Title:   Executive Vice President, Secretary and General
      Counsel


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  3.1    Certificate of Amendment to the Certificate of Incorporation of Centene Corporation, dated October 23, 2015
99.1    Press Release issued by Centene Corporation on October 23, 2015

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

CENTENE CORPORATION

 

 

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

 

 

October 23, 2015

Centene Corporation, a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

FIRST: Paragraph (a) of Article FOURTH of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

“(a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 410,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).”

SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name as of the date first written above.

 

CENTENE CORPORATION
By:   /s/ Keith H. Williamson
Name:     Keith H. Williamson
Title:  

  Executive Vice President, Secretary

  and General Counsel

Exhibit 99.1

Centene Announces Overwhelming Shareholder Approval of Merger with Health Net

Transaction on Track to Close in Early 2016

ST. LOUIS, October 23, 2015 – Centene Corporation (NYSE: CNC) announced that, at a special meeting of shareholders held today in St. Louis, Centene shareholders voted overwhelmingly to approve the issuance of Centene common stock to shareholders of Health Net, Inc. (NYSE: HNT) in connection with Centene’s pending merger with Health Net. The final results indicate that 99% of the shares voting at the special meeting voted in favor of the proposal, representing 85% of all outstanding shares. In a separate item, Centene shareholders approved an amendment to Centene’s certificate of incorporation to increase the number of authorized shares of Centene common stock from 200 million to 400 million.

Separately today, Health Net announced that its shareholders voted overwhelmingly to approve the transaction with Centene at a special meeting of Health Net shareholders.

Michael F. Neidorff, Centene’s Chairman, President and Chief Executive Officer, said, “We appreciate the mandate of our investors and their overwhelming support of the merger of Centene and Health Net, which we believe will benefit shareholders, members, providers and key stakeholders of both companies. The addition of Health Net’s business will provide us with critical mass, increase our capabilities and broaden the diversity of our offerings and geographic reach. Through our integration planning efforts, we have even greater enthusiasm about this transaction and our ability to drive long-term and sustainable growth as one company. We look forward to working with Health Net to complete this transaction.”

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 shareholders 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 shareholders will own approximately 71% of the combined entity, with Health Net shareholders owning approximately 29%.

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 approvals by relevant state insurance and health care regulators and satisfaction of other customary closing conditions.

About Centene Corporation

Centene Corporation, a Fortune 500 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government-sponsored 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 Care (LTC), in addition to other state-sponsored/hybrid programs and Medicare (Special Needs Plans). The Company 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, in-home health services, life and health management, managed vision, pharmacy benefits management, specialty pharmacy and telehealth services.

For more information about Centene Corporation, please visit Centene’s website at www.centene.com.


Forward Looking Statements

This material may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Centene, Health Net and the combined businesses of Centene and Health Net and certain plans and objectives of Centene and Health Net with respect thereto, including the expected benefits of the proposed merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions or political conditions; changes in federal or state laws or regulations, including the Patient Protection and Affordable Care Act and the Health Care Education Affordability Reconciliation Act and any regulations enacted thereunder; provider and state contract changes; the outcome of pending legal or regulatory proceedings; reduction in provider payments by governmental payors; the expiration or termination of Centene’s or Health Net’s Medicare or Medicaid managed care contracts with federal or state governments; tax matters; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that financing for the transaction may not be available on favorable terms; and risks and uncertainties discussed in the reports that Centene and Health Net have filed with the Securities and Exchange Commission (the “SEC”). These forward-looking statements reflect Centene’s and Health Net’s current views with respect to future events and are based on numerous assumptions and assessments made by Centene and Health Net in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Centene’s and Health Net’s plans with respect to the proposed merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this announcement. Neither Centene nor Health Net assumes any obligation to update the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus, as it may be amended, that is included in the Registration Statement on Form S-4 that has been filed with the SEC on September 21, 2015 in connection with the merger. A further list and description of risks and uncertainties can be found in Centene’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K as well as in Health Net’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K.


Additional Information and Where to Find It

The proposed merger transaction involving Centene and Health Net was approved by the respective stockholders of Centene and Health Net. In connection with the proposed merger, Centene prepared a registration statement on Form S-4 that included a joint proxy statement/prospectus for the stockholders of Centene and Health Net filed with the SEC on September 21, 2015. The registration statement has been declared effective by the SEC. Each of Centene and Health Net have mailed the definitive joint proxy statement/prospectus to their respective stockholders and, at the appropriate time, will file other documents regarding the merger with the SEC. Centene and Health Net urge investors and stockholders to read the definitive joint proxy statement/prospectus, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders may receive the registration statement containing the joint proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov. These documents can also be obtained free of charge from Centene upon written request to the Investor Relations Department, Centene Plaza 7700 Forsyth Blvd. St. Louis, MO 63105, (314) 725-4477 or from Centene’s website, http://www.centene.com/investors/, or from Health Net upon written request to the Investor Relations Department, Health Net, Inc. 21650 Oxnard Street Woodland Hills, CA 91367, (800) 291-6911, or from Health Net’s website, www.healthnet.com/InvestorRelations.