Attached files

file filename
8-K - 8-K - CENTENE CORPd75228d8k.htm
EX-99.4 - EX-99.4 - CENTENE CORPd75228dex994.htm
EX-99.1 - EX-99.1 - CENTENE CORPd75228dex991.htm
EX-99.2 - EX-99.2 - CENTENE CORPd75228dex992.htm
EX-99.5 - EX-99.5 - CENTENE CORPd75228dex995.htm

Exhibit 99.3

Centene Employee FAQ

 

1. What was announced today?

 

    Today we announced that we entered into a definitive agreement to acquire all of the shares of Health Net in a transaction valued at approximately $6.8 billion, including the assumption of debt.

 

    We believe this value-creating combination will bring together two top managed healthcare service providers to create a leading diversified multi-national healthcare enterprise.

 

    Combined, we will build on both companies’ shared commitment to working with providers and key community stakeholders to bring unique, cost-effective solutions for low-income populations through locally-based health plans and a wide range of specialty services that achieve better results for members and drive shareholder value.

 

2. Who is Health Net?

 

    Health Net delivers managed healthcare services through health plans and government-sponsored programs in California, Arizona, Oregon and Washington.

 

    Among other things, Health Net provides and administers health benefits to approximately six million individuals across the country through group, individual, Medicare, Medicaid, dual eligible, U.S. Department of Defense, including TRICARE, and U.S. Department of Veterans Affairs programs.

 

    If you are interested in learning more about Health Net, you can visit www.healthnet.com.

 

3. How does this fit into Centene’s strategy?

 

    Over the past five years, Centene has achieved record performance and this transaction is a significant next step in our strategy to increase scale and drive geographic and product diversification.

 

    Centene is expected to continue to deliver attractive growth by offering a more comprehensive and scalable portfolio of innovative solutions focusing on uninsured and under-insured individuals, including participation in Medicare Advantage, TRICARE, and U.S. Department of Veterans Affairs programs.

 

    We believe the addition of Health Net’s Medicare platform to Centene’s Medicaid programs provides an opportunity for additional growth across the combined company’s markets.

 

    Health Net’s demonstrated commitment to risk-based provider arrangements is reflective of the market shift from volume to value and is anticipated to enhance Centene’s leading position in high quality, low cost access to government-sponsored programs.

 

    With increased scale and diversification, Centene expects to deploy its full portfolio of specialty services and provide an integrated offering that benefits its members, providers and other stakeholders.

 

4. Who will lead the combined company? Where will the combined company be headquartered?

 

    Michael F. Neidorff will serve as Chairman, President and Chief Executive Officer of the combined company.

 

    Jay Gellert, Health Net’s current Chief Executive Officer will assist to achieve a smooth transition.

 

    Centene will be headquartered in St. Louis.


5. What does the transaction mean for me?

 

    This combination is about growth and we expect that it will provide increased career opportunities for all of you to create an even stronger base of employee talent by uniting our two companies.

 

    Importantly, Centene will continue to have a strong presence in local markets and employees will have expanded opportunities for personal development and career growth.

 

    Both companies have strong track records as employers and corporate citizens, and Centene will continue to maintain its commitment to community involvement and public health initiatives.

 

    Until the transaction is completed, we remain separate companies and it is business as usual at Centene.

 

    We expect that today’s announcement will have no impact on day-to-day operations.

 

6. What can we expect between now and closing?

 

    We expect that today’s announcement will have no impact on day-to-day operations.

 

    You should remain focused on our day-to-day responsibilities and business objectives.

 

    Integration teams will be formed to ensure a seamless transition post close.

 

7. Do you anticipate any layoffs following the transaction? How will Health Net employees be integrated into the Centene organization?

 

    Centene currently has more than 2000 open positions for which we are actively recruiting.

 

    This combination is about growth and we expect to create an even stronger base of employee talent by uniting our two companies.

 

    Centene method for doing business will be maintained.

 

    Centene will continue to have a strong presence in local markets and employees will have expanded opportunities for personal development and career growth.

 

    Until the closing of the transaction, both Centene and Health Net remain independent companies and it remains business as usual.

 

8. Should we expect changes to benefits and compensation? Will this impact my bonus?

 

    Centene has always been committed to providing employees with a competitive compensation and benefit plan and that commitment will continue.

 

9. How will the transaction affect our relationship with providers?

 

    It will be business as usual. Centene has good relationships with providers, and we expect that to continue.

 

    We believe that bringing together Centene and Health Net will be a major win for all of our healthcare stakeholders.

 

    With increased scale and diversification across geographies and lines of business, and a broader membership base, we expect to be a more valuable partner to healthcare providers.

 

    For example, we will look to leverage best practices that benefit our providers and members and enhance our processes, so working with Centene remains simple and effective.

 

    Importantly, this transaction will have no immediate impact on our providers. We will continue to work with providers as we always have.

 

10. How will the transaction affect our relationship with members?

 

    There will be no change in our relationship with members.


    Health Net shares our philosophy that quality healthcare is best delivered locally.

 

    Combined, we will build on both companies’ shared commitment to working with providers and key community stakeholders to bring unique, cost-effective solutions for low-income populations through locally-based health plans and a wide range of specialty services that achieve better results for members.

 

    Members will continue to have access to the high quality cost-effective healthcare solutions that we have always provided.

 

11. When is the transaction expected to close? What approvals are required?

 

    The transaction is expected to close by early 2016.

 

    The transaction is subject to, among other things, shareholder and regulatory approvals and other closing conditions.

 

    Importantly, until the closing of this transaction, Centene and Health Net will continue to operate as independent companies.

 

12. What do I say if I’m asked about the transaction?

 

    Except for certain company executives, no one is authorized to speak publicly or communicate externally about this announcement on the company’s behalf.

 

    If anyone from the investment community or media contacts you, please do not comment on the transaction and forward all external inquiries to Marcela Williams at marcwilliams@centene.com or 314-505-6502.

 

13. Where can employees obtain additional information? Who can I contact if I have more questions?

 

    We will continue to keep you updated on important developments as we move through the transaction process.

 

    If you have additional questions, please feel free to ask your manager or submit them to inquiries@centene.com.


Forward Looking Statements

This document contains 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, 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 of Centene’s or Health Net’s Medicare or Medicaid managed care contracts by federal or state governments and tax matters; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions, including the receipt of approval of both Centene’s stockholders and Health Net’s stockholders; 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. 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 will be submitted to the respective stockholders of Centene and Health Net for their consideration. In connection with the proposed merger, Centene will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Centene and Health Net to be filed with the SEC, and each will mail the joint proxy statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC. Centene and Health Net urge investors and stockholders to read the joint proxy statement/prospectus when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders will be able to 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 (when they are available) 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.

Participants in Solicitation

Centene, Health Net and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Centene and Health Net in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Centene and Health Net in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Centene’s executive officers and directors in its definitive proxy statement for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on March 16, 2015. You can find information about Health Net’s executive officers and directors in its definitive proxy statement for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2015. You can obtain free copies of these documents from Centene and Health Net using the contact information above.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any 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.