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Molina Healthcare to Expand New York Presence Through Acquisition of Certain Assets of YourCare Health Plan | Business Wire


Molina Healthcare to Expand New York Presence Through Acquisition of Certain Assets of YourCare Health Plan (highlighted)

October 16, 2019 06:00 AM Eastern Daylight Time
LONG BEACH, Calif.–(BUSINESS WIRE)–Molina Healthcare, Inc. (NYSE: MOH) today announced that it has entered into a definitive agreement to acquire certain assets of YourCare Health Plan, Inc., a not-for-profit subsidiary of Monroe Plan for Medical Care. As a part of the transaction, Molina will assume the right to serve approximately 46,000 Medicaid members in seven counties in the Western New York and Finger Lakes regions. Monroe and its affiliate MP CareSolutions will continue to provide certain management and administrative services related to member care and provider relations.
Molina Healthcare to Expand New York Presence Through Acquisition of Certain Assets of YourCare Health Plan
The purchase price of approximately $40 million will be funded through Molina’s available cash. Subject to the receipt of regulatory approvals and the satisfaction of other customary conditions, the closing of the transaction is expected to occur in early 2020. YourCare’s estimated premium revenue for the full year 2019 is approximately $285 million.
“We look forward to providing high-quality care to YourCare members in close partnership with the New York Department of Health and the provider community in the Western New York and Finger Lakes regions,” said Colleen Schmidt, president of Molina Healthcare of New York. “Molina is excited to partner with Monroe and MP CareSolutions on select services to facilitate access to quality health care and ensure a seamless transition for members and providers. This agreement represents an exciting opportunity to build upon our existing operations in New York and expand into new service areas.”
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed health care services under the Medicaid and Medicare programs and through the state insurance marketplaces. Through its locally operated health plans, Molina Healthcare served approximately 3.4 million members as of June 30, 2019. For more information about Molina Healthcare, please visit molinahealthcare.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains “forward-looking statements” regarding the proposed acquisition by Molina of certain assets of YourCare. All forward-looking statements are based on current expectations that are subject to numerous risk factors that could cause actual results to differ materially. Such risk factors include, without limitation, risks related to: the possibility that the transaction will not be completed on a timely basis or at all; the risk that regulatory or other approvals required for the transaction may be delayed or not obtained, or are obtained subject to conditions that are not anticipated that could require the exertion of management’s time and resources or otherwise have an adverse effect on Molina; the possible attrition in YourCare membership pending the completion of and following the closing of the transaction; the difficulty of maintaining new provider relations and managing potential medical cost increases resulting from potentially unfavorable changes in contracting or re-contracting with providers; the risk that, following the transaction, estimated premium revenue of YourCare or expected synergies and value creation from the transaction may not be realized, or will not be realized within the expected time period; the risk that Molina is unable to accurately estimate incurred but not reported medical costs with respect to this new population; and the risk that unexpected costs will be incurred in connection with the assumption of the YourCare membership or that the expansion to new regions will be more difficult or time consuming than expected. Additional information regarding the risk factors to which the Company is subject to, is provided in greater detail in its periodic reports and filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. These reports can be accessed under the investor relations tab of the Company’s website or on the SEC’s website at sec.gov. Given these risks and uncertainties, the Company can give no assurances that its forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by its forward-looking statements will in fact occur, and the Company cautions investors not to place undue reliance on these statements. All forward-looking statements in this release represent the Company’s judgment as of the date hereof, and, except as otherwise required by law, Molina disclaims any obligation to update any forward-looking statements to conform the statement to actual results or changes in its expectations.

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-Centene, Walgreens and RxAdvance Announce Partnership to Provide Innovative Pharmacy Management Model


Centene, Walgreens and RxAdvance Announce Partnership to Provide Innovative Pharmacy Management Model (highlighted)

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Oct 17, 2019, 07:00 ET
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ST. LOUIS and DEERFIELD, Ill., Oct. 17, 2019 /PRNewswire/ — Centene Corporation (NYSE: CNC), Walgreens and RxAdvance today announced a strategic partnership to introduce an innovative model for pharmacy management that aims to increase transparency, enhance customer experience and ultimately result in better health outcomes at lower costs. The partnership builds upon an existing Centene and Walgreens relationship, leveraging Walgreens trusted retail pharmacy expertise and Centene’s national leadership in providing comprehensive health care services to the underserved, while also utilizing RxAdvance’s innovative pharmacy benefit management model powered by its Collaborative PBM Cloud platform.
There is a growing need for new approaches to pharmacy benefit management, particularly to serve the Medicaid population. This partnership addresses the need for leading companies to collaborate on a better model, and one which provides higher quality care and lower pricing for drugs.
“Centene is committed to supporting a transparent pharmacy benefit management model that is sustainable with higher quality care for members at a lower cost to our customers,” said Michael F. Neidorff, chairman, president and CEO, Centene. “This new approach to pharmacy management will improve the transparency and quality of care, while reducing unnecessary medical costs for millions of people.”
Using RxAdvance’s Collaborative PBM Cloud™ transactional platform and clinical intelligence, the companies will work together to improve overall patient care across the continuum of health care and to offer such a model to other large payers.
“Collaboration between retail pharmacies and payers like Centene can further transform the way we provide care,” said Stefano Pessina, executive vice chairman and CEO, Walgreens Boots Alliance, Inc. “Using RxAdvance’s Collaborative PBM Cloud, our partnership can empower our pharmacists to make critical decisions at the point of sale to help improve adherence and also to reduce avoidable medical costs.”
The parties have identified initial markets to deploy the partnership model and are working with community leaders on new pharmacy models.
Further exemplifying this commitment, Walgreens has made a small investment in RxAdvance, and Centene has increased its stake in RxAdvance, following its initial investment announced in March 2018.
“I am excited that today we have partners across the care continuum – Centene and Walgreens – who are committed to the power of RxAdvance’s collaborative PBM model, and to completely reimagine what is possible in this industry,” said Ravi Ika, founder and CEO, RxAdvance. “By pushing the limits of innovative technology and existing transaction standards, there is a clear path forward to reduce administrative costs, avoidable medical costs, and to improve overall quality of care.”
About Centene Corporation
Centene Corporation, a Fortune 100 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government sponsored and commercial 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 Services and Supports (LTSS), in addition to other state-sponsored programs, Medicare (including the Medicare prescription drug benefit commonly known as “Part D”), dual eligible programs and programs with the U.S. Department of Defense. Centene also provides healthcare services to groups and individuals delivered through commercial health plans. Centene 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, commercial programs, home-based primary care services, life and health management, vision benefits management, pharmacy benefits management, specialty pharmacy and telehealth services.
Centene uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene’s investor relations website, http://www.centene.com/investors.
About Walgreens
Walgreens (walgreens.com), one of the nation’s largest drugstore chains, is included in the Retail Pharmacy USA Division of Walgreens Boots Alliance, Inc. (NASDAQ: WBA), the first global pharmacy-led, health and wellbeing enterprise. Approximately 8 million customers interact with Walgreens in stores and online each day, using the most convenient, multichannel access to consumer goods and services and trusted, cost-effective pharmacy, health and wellness services and advice. As of Aug. 31, 2018, Walgreens operates 9,560 drugstores with a presence in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands, along with its omni-channel business, Walgreens.com. Approximately 400 Walgreens stores offer Healthcare Clinic or other provider retail clinic services.
About RxAdvance
RxAdvance is an innovative national full-service pharmacy benefit manager (PBM) that leverages their Collaborative PBM Cloud™ platform to deliver integrated services that reduce overall pharmacy costs and avoidable drug-impacted medical costs while optimizing specialty spend. In addition, standing shoulder-to-shoulder with plan sponsors, RxAdvance offers a global pharmacy risk partnership model. Our tailored, world-class services are for all plan sponsors — health plans, accountable care organizations (ACOs), exchanges, state Medicaid programs, and employer groups. We provide contractually guaranteed savings in administrative costs, ingredient unit costs, and rebate revenues. For more information, visit www.rxadvance.com.
Forward-Looking Statements
All statements in this release that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “would,” “could,” “should,” “can,” “continue” and other similar words or expressions (and the negative thereof). In particular, these statements include, without limitation, statements about our future operating or financial performance, market opportunity, growth strategy, competition and investments. These forward-looking statements reflect current views with respect to future events and are based on numerous assumptions and assessments made in light of current experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors believed to be appropriate. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including those described in: “Risk Factors” appearing in the registration statement on Form S-4 filed by Centene Corporation with the Securities Exchange Commission on May 23, 2019; Item 1A (Risk Factors) of the Walgreens Boots Alliance, Inc. Form 10-K for the fiscal year ended August 31, 2018; and in other documents that Centene Corporation, Walgreens Boots Alliance and RxAdvance may file or furnish with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results from this collaborative effort may vary materially. These forward-looking statements speak only as of the date they are made and are based only on information available on the date hereof. Except to the extent required by law, Centene Corporation, Walgreens Boots Alliance, Walgreens and RxAdvance do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise. You should not place undue reliance on any forward-looking statements, as actual results may differ materially.
SOURCE Centene Corporation

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Centene and CVS Health Announce Agreement for CVS Health to Acquire IlliniCare Health | Centene Corporation

Centene and CVS Health Announce Agreement for CVS Health to Acquire IlliniCare Health (Highlighted)

ST. LOUIS, Dec. 2, 2019 /PRNewswire/ — Centene Corporation (NYSE: CNC) (“Centene”) and CVS Health (NYSE: CVS) announced today that, in connection with the previously announced merger agreement between Centene and WellCare Health Plans, Inc. (NYSE: WCG), Centene has entered into a definitive agreement under which CVS Health will acquire Centene’s Illinois health plan subsidiary, IlliniCare Health Plan, Inc. (“IlliniCare”). The transaction entails the sale of Centene’s Medicaid and Medicare Advantage lines of business in Illinois.
Centene will retain IlliniCare’s Medicare-Medicaid Alignment Initiative (“MMAI”) business and IlliniCare’s statewide YouthCare foster care contract, set to commence in February 2020. Centene’s Ambetter business in Illinois is not affected. The companies are committed to ensuring that there is a smooth transition for members.
“We are continuing to make progress towards completing our transaction with WellCare and the divestiture of our IlliniCare Health plan is the next step in that process,” said Michael F. Neidorff, Centene’s Chairman, President and Chief Executive Officer. “Our employees in Illinois have done an exceptional job serving our communities in the state. We are pleased to enter this agreement with CVS Health, under which these employees can continue helping members achieve better health outcomes while delivering benefits to providers. We will work closely with CVS Health to ensure a smooth transition of this business for members, employees and providers.”
“Expanding our Medicaid and Medicare Advantage presence in Illinois will allow us to serve more members with our proven holistic approach that addresses physical, behavioral and social determinants of care,” said Karen S. Lynch, Executive Vice President, CVS Health and President, Aetna. “We look forward to working with Centene on a seamless transition and developing a deeper relationship with the state and local providers.”
The closing of the transaction with CVS Health is subject to U.S. federal antitrust clearance, receipt of Illinois state regulatory approvals and other customary closing conditions, as well as the closing of the Centene – WellCare transaction.
As previously announced on March 27, 2019, Centene and WellCare agreed to combine in a transaction that will create a premier healthcare enterprise focused on government-sponsored healthcare programs and a leader in Medicaid, Medicare and the Health Insurance Marketplace. The combination has received approvals from insurance and health care departments from 26 states. Completion of the Centene – WellCare transaction remains subject to clearance under the Hart-Scott-Rodino Act, receipt of required state regulatory approvals and other customary closing conditions.
Centene and WellCare continue to expect that the Centene – WellCare transaction will be completed by the first half of 2020.
The financial terms of this transaction will not be disclosed and the impact to CVS Health earnings once closed is expected to be immaterial.
Additional information about the Centene – WellCare transaction can be found at centene-wellcare.com.
About Centene
Centene Corporation, a Fortune 100 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government sponsored and commercial 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 Services and Supports (LTSS), in addition to other state-sponsored programs, Medicare (including the Medicare prescription drug benefit commonly known as “Part D”), dual eligible programs and programs with the U.S. Department of Defense. Centene also provides healthcare services to groups and individuals delivered through commercial health plans. Centene 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, commercial programs, home-based primary care services, life and health management, vision benefits management, pharmacy benefits management, specialty pharmacy and telehealth services.
Centene uses its investor relations website to publish important information about the company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene’s investor relations website, http://www.centene.com/investors.
About CVS Health
CVS Health is the nation’s premier health innovation company helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless. CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The Company has more than 9,800 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager with approximately 93 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, expanding specialty pharmacy services, and a leading stand-alone Medicare Part D prescription drug plan. CVS Health also serves an estimated 39 million people through traditional, voluntary and consumer-directed health insurance products and related services, including a rapidly expanding Medicare Advantage offering. This innovative health care model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.
Cautionary Statement on Forward-Looking Statements of Centene
All statements, other than statements of current or historical fact, contained in this communication are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “would,” “could,” “should,” “can,” “continue” and other similar words or expressions (and the negative thereof). In particular, these statements include, without limitation, statements about Centene’s future operating or financial performance, market opportunity, growth strategy, competition, expected activities in completed and future acquisitions, including statements about the impact of Centene’s proposed acquisition of WellCare Health Plans, Inc. (the “WellCare Transaction”), Centene’s recent acquisition (the “Fidelis Care Transaction”) of substantially all the assets of New York State Catholic Health Plan, Inc., d/b/a Fidelis Care New York (“Fidelis Care”), investments and the adequacy of Centene’s available cash resources.
These forward-looking statements reflect Centene’s current views with respect to future events and are based on numerous assumptions and assessments made by us in light of Centene’s experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors Centene believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive and other factors that may cause Centene’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions.
All forward-looking statements included in this filing are based on information available to us on the date of this communication. Except as may be otherwise required by law, Centene undertakes no obligation to update or revise the forward-looking statements included in this communication, whether as a result of new information, future events or otherwise, after the date of this filing. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables and events including, but not limited to, the following: (i) the risk that regulatory or other approvals required for the WellCare Transaction may be delayed or not obtained or are obtained subject to conditions that are not anticipated that could require the exertion of management’s time and Centene’s resources or otherwise have an adverse effect on Centene; (ii) the possibility that certain conditions to the consummation of the WellCare Transaction will not be satisfied or completed on a timely basis and accordingly the WellCare Transaction may not be consummated on a timely basis or at all; (iii) uncertainty as to the expected financial performance of the combined company following completion of the WellCare Transaction; (iv) the possibility that the expected synergies and value creation from the WellCare Transaction will not be realized, or will not be realized within the expected time period; (v) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required, in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for the WellCare Transaction; (vi) the risk that unexpected costs will be incurred in connection with the completion and/or integration of the WellCare Transaction or that the integration of WellCare will be more difficult or time consuming than expected; (vii) the risk that potential litigation in connection with the WellCare Transaction may affect the timing or occurrence of the WellCare Transaction or result in significant costs of defense, indemnification and liability; (viii) a downgrade of the credit rating of Centene’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; (ix) unexpected costs, charges or expenses resulting from the WellCare Transaction; (x) the inability to retain key personnel; (xi) disruption from the announcement, pendency and/or completion of the WellCare Transaction, including potential adverse reactions or changes to business relationships with customers, employees, suppliers or regulators, making it more difficult to maintain business and operational relationships; and (xii) the risk that, following the WellCare Transaction, the combined company may not be able to effectively manage its expanded operations.
Additional factors that may cause actual results to differ materially from projections, estimates, or other forward-looking statements include, but are not limited to, the following: (i) Centene’s ability to accurately predict and effectively manage health benefits and other operating expenses and reserves; (ii) competition; (iii) membership and revenue declines or unexpected trends; (iv) changes in healthcare practices, new technologies, and advances in medicine; (v) increased healthcare costs, (vi) changes in economic, political or market conditions; (vii) changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act, collectively referred to as the Affordable Care Act (“ACA”), and any regulations enacted thereunder that may result from changing political conditions or judicial actions, including the ultimate outcome of the District Court decision in “Texas v. United States of America” regarding the constitutionality of the ACA; (viii) rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting Centene’s government businesses; (ix) Centene’s ability to adequately price products on federally facilitated and state-based Health Insurance Marketplaces; (x) tax matters; (xi) disasters or major epidemics; (xii) the outcome of legal and regulatory proceedings; (xiii) changes in expected contract start dates; (xiv) provider, state, federal and other contract changes and timing of regulatory approval of contracts; (xv) the expiration, suspension, or termination of Centene’s contracts with federal or state governments (including but not limited to Medicaid, Medicare, TRICARE or other customers); (xvi) the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; (xvii) challenges to Centene’s contract awards; (xviii) cyber-attacks or other privacy or data security incidents; (xix) the possibility that the expected synergies and value creation from acquired businesses, including, without limitation, the Fidelis Care Transaction, will not be realized, or will not be realized within the expected time period; (xx) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for acquisitions, including the Fidelis Care Transaction; (xxi) disruption caused by significant completed and pending acquisitions, including, among others, the Fidelis Care Transaction, making it more difficult to maintain business and operational relationships; (xxii) the risk that unexpected costs will be incurred in connection with the completion and/or integration of acquisition transactions, including, among others, the Fidelis Care Transaction; (xxiii) changes in expected closing dates, estimated purchase price and accretion for acquisitions; (xxiv) the risk that acquired businesses, including Fidelis Care, will not be integrated successfully; (xxv) the risk that, following the Fidelis Care Transaction, Centene may not be able to effectively manage its expanded operations; (xxvi) restrictions and limitations in connection with Centene’s indebtedness; (xxvii) Centene’s ability to maintain the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that can impact revenue and future growth; (xxviii) availability of debt and equity financing, on terms that are favorable to us; (xxxix) inflation; and (xxx) foreign currency fluctuations.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other factors that may affect Centene’s business operations, financial condition and results of operations, in Centene’s filings with the Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4 filed by Centene with the Securities and Exchange Commission on May 23, 2019 (the “Registration Statement”), and Centene’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, Centene cannot give assurances with respect to Centene’s future performance, including without limitation Centene’s ability to maintain adequate premium levels or Centene’s ability to control its future medical and selling, general and administrative costs.
Important Additional Information and Where to Find It
In connection with the WellCare Transaction, on May 23, 2019, Centene filed with the SEC the Registration Statement, which included a prospectus with respect to the shares of Centene’s common stock to be issued in the WellCare Transaction and a joint proxy statement for Centene’s and WellCare’s respective stockholders (the “Joint Proxy Statement”). The SEC declared the Registration Statement effective on May 23, 2019, and the Joint Proxy Statement was first mailed to stockholders of Centene and WellCare on or about May 24, 2019. Each of Centene and WellCare may file other documents regarding the WellCare Transaction with the SEC. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement or any other document that Centene or WellCare may send to their respective stockholders in connection with the WellCare Transaction. INVESTORS AND SECURITY HOLDERS OF CENTENE AND WELLCARE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTENE, WELLCARE, THE WELLCARE TRANSACTION AND RELATED MATTERS. Investors and security holders of Centene and WellCare are able to obtain free copies of the Registration Statement, the Joint Proxy Statement and other documents (including any amendments or supplements thereto) containing important information about Centene and WellCare through the website maintained by the SEC at www.sec.gov. Centene and WellCare make available free of charge at www.centene.com and www.ir.wellcare.com, respectively, copies of materials they file with, or furnish to, the SEC.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no 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.

Centene and WellCare Receive State Approvals for Pending Merger from Illinois and New Jersey

All 27 States Have Provided Approvals of Centene’s Control of WellCare Domestic Insurers  
ST. LOUIS and TAMPA, Fla., Dec. 5, 2019 /PRNewswire/ — Centene Corporation (NYSE: CNC) (“Centene”) and WellCare Health Plans, Inc. (NYSE: WCG) (“WellCare”) today announced that the Illinois Department of Insurance, the New Jersey Department of Banking and Insurance and the New Jersey Division of Medical Assistance and Health Services have each approved Centene’s indirect pending acquisition of WellCare domestic insurers in those respective states. Completion of the transaction remains subject to clearance under the Hart-Scott-Rodino Act, approval of the divestitures of legal entities in the states of Illinois and Nebraska, and other customary closing conditions.
“We are pleased to have received these additional approvals necessary to close the WellCare merger, which remains on track to close by the first half of 2020,” said Michael F. Neidorff, Centene’s Chairman, President and Chief Executive Officer. “We are now one step closer to completing our combination of two high-performing growth companies that are committed to helping people live healthier lives. We are focused on completing the remaining milestones needed to close the transaction, so we can provide our members and communities access to high-quality healthcare through the combined company’s wide range of affordable health solutions.”
Additional information about the transaction can be found at centene-wellcare.com.
About Centene
Centene Corporation, a Fortune 100 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government sponsored and commercial 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 Services and Supports (LTSS), in addition to other state-sponsored programs, Medicare (including the Medicare prescription drug benefit commonly known as “Part D”), dual eligible programs and programs with the U.S. Department of Defense. Centene also provides healthcare services to groups and individuals delivered through commercial health plans. Centene 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, commercial programs, home-based primary care services, life and health management, vision benefits management, pharmacy benefits management, specialty pharmacy and telehealth services.
Centene uses its investor relations website to publish important information about the company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene’s investor relations website, http://www.centene.com/investors.
About WellCare Health Plans, Inc.
Headquartered in Tampa, Fla., WellCare Health Plans, Inc. (NYSE: WCG) focuses primarily on providing government-sponsored managed care services to families, children, seniors and individuals with complex medical needs primarily through Medicaid, Medicare Advantage and Medicare Prescription Drug Plans, as well as individuals in the Health Insurance Marketplace. WellCare serves approximately 6.4 million members nationwide as of September 30, 2019. For more information about WellCare, please visit the company’s website at www.wellcare.com.
Cautionary Statement on Forward-Looking Statements of Centene
All statements, other than statements of current or historical fact, contained in this communication are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “would,” “could,” “should,” “can,” “continue” and other similar words or expressions (and the negative thereof). In particular, these statements include, without limitation, statements about Centene’s future operating or financial performance, market opportunity, growth strategy, competition, expected activities in completed and future acquisitions, including statements about the impact of Centene’s proposed acquisition of WellCare Health Plans, Inc. (the “WellCare Transaction”), Centene’s recent acquisition (the “Fidelis Care Transaction”) of substantially all the assets of New York State Catholic Health Plan, Inc., d/b/a Fidelis Care New York (“Fidelis Care”), investments and the adequacy of Centene’s available cash resources.
These forward-looking statements reflect Centene’s current views with respect to future events and are based on numerous assumptions and assessments made by us in light of Centene’s experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors Centene believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive and other factors that may cause Centene’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions.
All forward-looking statements included in this filing are based on information available to us on the date of this communication. Except as may be otherwise required by law, Centene undertakes no obligation to update or revise the forward-looking statements included in this communication, whether as a result of new information, future events or otherwise, after the date of this filing. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables and events including, but not limited to, the following: (i) the risk that regulatory or other approvals required for the WellCare Transaction may be delayed or not obtained or are obtained subject to conditions that are not anticipated that could require the exertion of management’s time and Centene’s resources or otherwise have an adverse effect on Centene; (ii) the possibility that certain conditions to the consummation of the WellCare Transaction will not be satisfied or completed on a timely basis and accordingly the WellCare Transaction may not be consummated on a timely basis or at all; (iii) uncertainty as to the expected financial performance of the combined company following completion of the WellCare Transaction; (iv) the possibility that the expected synergies and value creation from the WellCare Transaction will not be realized, or will not be realized within the expected time period; (v) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required, in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for the WellCare Transaction; (vi) the risk that unexpected costs will be incurred in connection with the completion and/or integration of the WellCare Transaction or that the integration of WellCare will be more difficult or time consuming than expected; (vii) the risk that potential litigation in connection with the WellCare Transaction may affect the timing or occurrence of the WellCare Transaction or result in significant costs of defense, indemnification and liability; (viii) a downgrade of the credit rating of Centene’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; (ix) unexpected costs, charges or expenses resulting from the WellCare Transaction; (x) the inability to retain key personnel; (xi) disruption from the announcement, pendency and/or completion of the WellCare Transaction, including potential adverse reactions or changes to business relationships with customers, employees, suppliers or regulators, making it more difficult to maintain business and operational relationships; and (xii) the risk that, following the WellCare Transaction, the combined company may not be able to effectively manage its expanded operations.
Additional factors that may cause actual results to differ materially from projections, estimates, or other forward-looking statements include, but are not limited to, the following: (i) Centene’s ability to accurately predict and effectively manage health benefits and other operating expenses and reserves; (ii) competition; (iii) membership and revenue declines or unexpected trends; (iv) changes in healthcare practices, new technologies, and advances in medicine; (v) increased healthcare costs, (vi) changes in economic, political or market conditions; (vii) changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act, collectively referred to as the Affordable Care Act (“ACA”), and any regulations enacted thereunder that may result from changing political conditions or judicial actions, including the ultimate outcome of the District Court decision in “Texas v. United States of America” regarding the constitutionality of the ACA; (viii) rate cuts or other payment reductions or delays by governmental payors and other risks and uncertainties affecting Centene’s government businesses; (ix) Centene’s ability to adequately price products on federally facilitated and state-based Health Insurance Marketplaces; (x) tax matters; (xi) disasters or major epidemics; (xii) the outcome of legal and regulatory proceedings; (xiii) changes in expected contract start dates; (xiv) provider, state, federal and other contract changes and timing of regulatory approval of contracts; (xv) the expiration, suspension, or termination of Centene’s contracts with federal or state governments (including but not limited to Medicaid, Medicare, TRICARE or other customers); (xvi) the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; (xvii) challenges to Centene’s contract awards; (xviii) cyber-attacks or other privacy or data security incidents; (xix) the possibility that the expected synergies and value creation from acquired businesses, including, without limitation, the Fidelis Care Transaction, will not be realized, or will not be realized within the expected time period; (xx) the exertion of management’s time and Centene’s resources, and other expenses incurred and business changes required in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for acquisitions, including the Fidelis Care Transaction; (xxi) disruption caused by significant completed and pending acquisitions, including, among others, the Fidelis Care Transaction, making it more difficult to maintain business and operational relationships; (xxii) the risk that unexpected costs will be incurred in connection with the completion and/or integration of acquisition transactions, including, among others, the Fidelis Care Transaction; (xxiii) changes in expected closing dates, estimated purchase price and accretion for acquisitions; (xxiv) the risk that acquired businesses, including Fidelis Care, will not be integrated successfully; (xxv) the risk that, following the Fidelis Care Transaction, Centene may not be able to effectively manage its expanded operations; (xxvi) restrictions and limitations in connection with Centene’s indebtedness; (xxvii) Centene’s ability to maintain the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that can impact revenue and future growth; (xxviii) availability of debt and equity financing, on terms that are favorable to us; (xxxix) inflation; and (xxx) foreign currency fluctuations.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other factors that may affect Centene’s business operations, financial condition and results of operations, in Centene’s filings with the Securities and Exchange Commission (the “SEC”), including the registration statement on Form S-4 filed by Centene with the Securities and Exchange Commission on May 23, 2019 (the “Registration Statement”), and Centene’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, Centene cannot give assurances with respect to Centene’s future performance, including without limitation Centene’s ability to maintain adequate premium levels or Centene’s ability to control its future medical and selling, general and administrative costs.
Cautionary Statement on Forward-Looking Statements of WellCare
All statements, other than statements of current or historical fact, contained in this communication are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “seek,” “target,” “goal,” “may,” “will,” “would,” “could,” “should,” “can,” “continue” and other similar words or expressions (and the negative thereof). Such forward-looking statements are intended to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe-harbor provisions. In particular, these statements include, without limitation, statements about WellCare’s future operating or financial performance, market opportunity, growth strategy, competition, expected activities in completed and future acquisitions, including statements about the impact of the Transaction, investments and the adequacy of WellCare’s available cash resources.
These forward-looking statements reflect WellCare’s current views with respect to future events and are based on numerous assumptions and assessments made by WellCare in light of WellCare’s experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors WellCare believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive and other factors that may cause WellCare or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions.
All forward-looking statements included in this filing are based on information available to WellCare on the date of this communication. Except as may be otherwise required by law, WellCare undertakes no obligation to update or revise the forward-looking statements included in this communication, whether as a result of new information, future events or otherwise, after the date of this filing. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables and events including, but not limited to, the following: (i) the risk that regulatory or other approvals required for the Transaction may be delayed or not obtained or are obtained subject to conditions that are not anticipated that could require the exertion of management’s time and WellCare’s resources or otherwise have an adverse effect on WellCare; (ii) the possibility that certain conditions to the consummation of the Transaction will not be satisfied or completed on a timely basis and accordingly the Transaction may not be consummated on a timely basis or at all; (iii) uncertainty as to the expected financial performance of the combined company following completion of the Transaction; (iv) the possibility that the expected synergies and value creation from the Transaction will not be realized, or will not be realized within the expected time period; (v) the exertion of management’s time and WellCare’s resources, and other expenses incurred and business changes required, in connection with complying with the undertakings in connection with any regulatory, governmental or third party consents or approvals for the Transaction; (vi) the risk that unexpected costs will be incurred in connection with the completion and/or integration of the Transaction or that the integration of WellCare will be more difficult or time consuming than expected; (vii) the risk that potential litigation in connection with the Transaction may affect the timing or occurrence of the Transaction or result in significant costs of defense, indemnification and liability; (viii) a downgrade of the credit rating of WellCare’s indebtedness, which could give rise to an obligation to redeem existing indebtedness; (ix) unexpected costs, charges or expenses resulting from the Transaction; (x) the inability to retain key personnel; (xi) disruption from the announcement, pendency and/or completion of the Transaction, including potential adverse reactions or changes to business relationships with customers, employees, suppliers or regulators, making it more difficult to maintain business and operational relationships; and (xii) the risk that, following the Transaction, the combined company may not be able to effectively manage its expanded operations.
Additional factors that may cause actual results to differ materially from projections, estimates, or other forward-looking statements include, but are not limited to, the following: (i) WellCare’s progress on top priorities such as integrating care management, advocating for WellCare’s members, building advanced relationships with providers and government partners, ensuring a competitive cost position, and delivering prudent, profitable growth, (ii) WellCare’s ability to effectively identify, estimate and manage growth, (iii) the ability to achieve accretion to WellCare’s earnings, revenues or other benefits expected, (iv) disruption to business relationships, operating results, and business generally of WellCare, (v) potential reductions in Medicaid and Medicare revenue, (vi) WellCare’s ability to estimate and manage medical benefits expense effectively, including through its vendors, (vii) WellCare’s ability to negotiate actuarially sound rates, especially in new programs with limited experience, (viii) WellCare’s ability to improve healthcare quality and access, (ix) the appropriation and payment by state governments of Medicaid premiums receivable, (x) the outcome of any protests and litigation related to Medicaid awards, (xi) the approval of Medicaid contracts by the Centers for Medicare & Medicaid Services, (xii) any changes to the programs or contracts, (xiii) WellCare’s ability to address operational challenges related to new business and (xiv) WellCare’s ability to meet the requirements of readiness reviews.
This list of important factors is not intended to be exhaustive. WellCare discusses certain of these matters more fully, as well as certain other factors that may affect its business operations, financial condition and results of operations, in its filings with the Securities and Exchange Commission (the “SEC”), including WellCare’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, WellCare cannot give assurances with respect to its future performance, including without limitation its ability to maintain adequate premium levels or its ability to control its future medical and selling, general and administrative costs.
Important Additional Information and Where to Find It
In connection with the WellCare Transaction, on May 23, 2019, Centene filed with the SEC the Registration Statement, which included a prospectus with respect to the shares of Centene’s common stock to be issued in the WellCare Transaction and a joint proxy statement for Centene’s and WellCare’s respective stockholders (the “Joint Proxy Statement”). The SEC declared the Registration Statement effective on May 23, 2019, and the Joint Proxy Statement was first mailed to stockholders of Centene and WellCare on or about May 24, 2019. Each of Centene and WellCare may file other documents regarding the WellCare Transaction with the SEC. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement or any other document that Centene or WellCare may send to their respective stockholders in connection with the WellCare Transaction. INVESTORS AND SECURITY HOLDERS OF CENTENE AND WELLCARE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CENTENE, WELLCARE, THE WELLCARE TRANSACTION AND RELATED MATTERS. Investors and security holders of Centene and WellCare are able to obtain free copies of the Registration Statement, the Joint Proxy Statement and other documents (including any amendments or supplements thereto) containing important information about Centene and WellCare through the website maintained by the SEC at www.sec.gov. Centene and WellCare make available free of charge at www.centene.com and ir.wellcare.com, respectively, copies of materials they file with, or furnish to, the SEC.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no 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.
SOURCE Centene Corporation
Centene Contacts: Media, Marcela Manjarrez-Hawn, Senior Vice President and Chief Communications Officer, me************@*****ne.com, (314) 445-0790, OR Investors, Edmund E. Kroll, Jr., Senior Vice President, Finance & Investor Relations, in*******@*****ne.com, (212) 759-0382, OR WellCare Contacts: Media, Rhonda Mims, Executive Vice President and Chief Public Affairs Officer, We********************@******re.com, (813) 290-6208, OR Investors, Beau Garverick, Senior Vice President, Corporate Development, Investor Relations and Strategy, be************@******re.com, (813) 206-2329 
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WV MetroNews The Health Plan clarifies that its marriage with WVU Medicine is off – WV MetroNews


The Health Plan clarifies that its marriage with WVU Medicine is off (highlighted)

By Brad McElhinny in News | December 04, 2019 at 4:09PM
CHARLESTON, W.Va. — The Health Plan says its proposed long-term partnership with WVU Medicine is off.
The Health Plan, a managed care organization based in Wheeling, put out a statement on Wednesday titled, “The Health Plan and West Virginia University Health System agree to terminate transactional agreement.”
The bottom line, according to The Health Plan, is the two will no longer become a single entity.
The statement confirmed that the managed care organization on Nov. 27 notified the state Insurance Commission that a deal proposed months ago has been terminated.
“While this effective transaction is no longer moving forward, The Health Plan remains committed to building a statewide integrated healthcare finance and delivery network that will include all major health systems,” the Health Plan stated.
The suggestion of a broader network including all major health systems may align with aspects of a statement put out a day earlier by WVU Medicine.
That statement said the relationship was being re-evaluated but suggested the two organizations were better off in a committed relationship over the long haul.
“Both The Health Plan and WVU Medicine continue to believe that coming together is critical, as both believe they can better manage the healthcare challenges of West Virginia more effectively together than apart,” WVU Medicine stated.
“To that end, they both remain committed to building an integrated healthcare finance and delivery network, one that will allow for the better coordination of care and management of the population’s health.”
But WVU Medicine acknowledged that a proposed partnership between the companies would not be what was described last spring.
“As they continue to work towards that goal, they have agreed to move away from the original transaction and are going back to the drawing board to make sure the partnership is the ultimate win-win and that each is optimally positioned to enter this new model of providing healthcare in West Virginia.”
Under the proposed partnership announced in May, the West Virginia University Health System would have integrated with The Health Plan.
The proposal meant WVU Medicine would have provide the healthcare at nine hospitals, and The Health Plan would provided managed care services for people who are insured through the company.
The resulting healthcare footprint was already having a ripple effect.
Charleston Area Medical Center, another major health care provider, in September informed The Health Plan it would terminate its contract at the end of this year.
At the time, Health Plan President Jim Pennington said CAMC’s decision was a reaction to the partnership with WVU Medicine.
“CAMC sees that as an aggressive play on WVU’s part. In our meeting they called them ‘the northern aggressor’ several times,” Pennington said earlier this year.
Pennington, The Health Plan’s president, announced in October that he intended to step down at the end of the year.
Today’s announcement does not change or affect coverage for anyone insured by The Health Plan who receives services from West Virginia University Health System facilities, the company clarified.

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-California AG rejects Adventist-St. Joseph merger


California AG rejects Adventist-St. Joseph merger

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California Attorney General Xavier Becerra
California regulators have rejected a proposed merger between Adventist Health System/West and St. Joseph Health System that would have created a joint operating company to manage nine hospitals in six largely rural counties in Northern California.
The California Justice Department issued a denial letter Thursday citing concerns that the transaction is not in the public interest, has the potential to increase healthcare costs, and could limit access and availability of healthcare services.
The health systems said the merger would boost access to quality care throughout Northern California, with a focus on vulnerable and underserved populations. They also said the merger would enable their facilities to compete more effectively against Kaiser Permanente, which has a large market share in those six counties even though it has no hospital there.
But the state Justice Department did not agree.
“After careful review, we found this proposal falls short of protecting consumers,” said Sean McCluskie, chief deputy to Attorney General Xavier Becerra.
The health systems indicated they were blindsided by the decision.
“Both Adventist Health and St. Joseph Health are very disappointed in the outcome of this decision,” the systems said in a joint written statement. “Our intent has always been to better serve our communities, increase access to services, and create a stronger safety net for families in northern California. At this time, our organizations will need to take a step back and determine implications of this decision. The well-being of our communities remains our top priority.”
Consumer advocacy groups had objected to the merger, warning that it would raise prices and could limit access to certain services that are prohibited by the Ethical and Religious Directives for Catholic Health Care Services, such as tubal ligations, contraception, gender transition care and physician aid-in-dying.
A transgender patient has a lawsuit pending against St. Joseph, claiming he was discharged from the St. Joseph Hospital in Eureka minutes before a scheduled hysterectomy in 2017, after hospital officials learned he was transgender.
In its response to the suit, St. Joseph said it has a constitutional right to refuse to perform procedures barred by Catholic religious doctrine.
The American Civil Liberties Union of Northern California applauded the state’s decision to bar the merger.
“This is a strong statement by the attorney general that healthcare should be available and accessible to patients,” said Phyllida Burlingame, the group’s reproductive justice and gender equity director. “More than one in six hospital beds in California are already in hospitals like those in the St. Joseph network that deny patients needed reproductive healthcare and gender-affirming care based on doctrine established by Catholic bishops. Californians, particularly those in the rural areas where these hospitals are primarily located, need more access to these essential healthcare services, not less. This decision helps move our state in a positive direction.”
The merger denial contrasts with the same agency’s decision last November to approve the much larger merger of CHI and Dignity Health, two Catholic-affiliated systems which formed CommonSpirit Health earlier this year. That deal also was opposed by the ACLU and a number of other advocacy groups on the grounds that it would raise costs and limit access to certain types of care.
Adventist and St. Joseph had sought to reassure regulators and their religious sponsors that the merger would not change either organization’s mission or religious operating rules. Under the deal, each partner would retain management and control over its own facilities. Neither would be allowed to cause the other to violate its religious rules.
Unlike Catholic-sponsored St. Joseph, Adventist permits contraception, sterilization, in vitro fertilization, and calls itself LGBTQ-friendly. But Adventist, like St. Joseph, does not offer gender transition surgery or participate in physician aid-in-dying.
Anthony Wright, executive director of Health Access California said the proposed merger raised other concerns as well, including potentially higher costs in the already highly concentrated California market.
“Bigger is not often better with hospital chains and health care in general, as consolidation is closely correlated with much higher costs for consumers,” he said.
Correction: The proposed merger involved only nine hospitals. The attorney general’s statement listed one hospital under two names.
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-Hackensack Meridian Health to merge with Englewood Health


Hackensack Meridian Health commits $400M to Englewood Health in proposed merger

Hackensack Meridian Health and Englewood Health have signed a definitive agreement to merge, the not-for-profit New Jersey health system and hospital announced Tuesday.
Hackensack pledged a $400 million capital investment in Englewood, which executives hope will further Englewood’s position as a tertiary academic hub in northern New Jersey. Those investments include new operating rooms, additional ambulatory care facilities and expanded cardiac catheterization labs, among others.
State and federal officials will need to sign off on the deal, which is expected to be completed in a year.
“We recognize that more and more healthcare is delivered outside of the four walls of a hospital,” said Robert Garrett, CEO of Hackensack Meridian Health.
An expanded ambulatory network will increase access and lower costs, he added.
Hackensack, which has 17 hospitals and an affiliation with Memorial Sloan Kettering Cancer Center, has had a clinical and academic partnership with Englewood since 2015. Englewood Health includes Englewood Health Physician Network, Englewood Health Foundation and Englewood Hospital and Medical Center, which deliver cardiovascular care, neurosciences, oncology, robotic surgery, women’s health and neonatal intensive care, stroke care, thoracic surgery and ambulatory care. They both operate on the Epic electronic health record.
“Hackensack recently opened its first behavioral health urgent care center—those are areas where on your own you could really just scratch the surface, but together you can make the investments necessary to create access and address affordability at the same time,” said Warren Geller, president and CEO of Englewood Health.
Hackensack and Englewood plan to create a regional cardiac surgery program, but that doesn’t mean those services will cease at Englewood, Geller said. It means they will link the patient to the right care in the most effective setting, he said.
The number of independent hospitals, in New Jersey and across the country, continues to wane. Nearly three-quarters of all hospitals were part of multihospital systems in 2017, up from 70.4% in 2012, according to Modern Healthcare Metrics data.
Lower reimbursement rates, declining inpatient admissions, and higher staffing, pharmaceutical and technology costs are weakening margins. More than half the nation’s stand-alone hospitals (53.2%) have lost money on an operating basis each year spanning 2012 to 2017, which is more than twice the share of system-owned hospitals (25.9%), Metrics data show.
Meanwhile, health systems are looking to acquire hospitals in the same or adjacent markets as they claim that scale is necessary to contain costs, improve access to capital, bolster care and boost their leverage with payers and vendors. Economists maintain that health systems often raise prices following mergers and so-called efficiencies are seldom reached given the complexity of integration.
Fellow New Jersey health system RWJBarnabas Health announced a deal to acquire Trinitas Regional Medical Center last week.
“There is no question that many of the independent hospitals in New Jersey have either merged with a larger health network or affiliated to receive the benefits that a large network can bring,” Garrett said, citing potential supply chain savings, better pricing on drugs and supplies, and clinical alignment. But one size does not fit all, he added.
Hackensack, which formed a clinical partnership with St. Joseph’s Health last month, reported an operating income of $274.4 million on revenue of $5.4 billion in 2018, down from $228.2 million of operating income on $4.4 billion of revenue in 2017, according to Modern Healthcare’s financial database.
Englewood’s operating revenue was cut in half in 2018, dropping to $14.5 million on operating revenue of $665.9 million. It reported $32.5 million in operating revenue on $629.9 million of operating revenue in 2017.
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-Community Health Systems Announces Definitive Agreements to Sell Three Virginia Hospitals | Community Health Systems, Inc.


Community Health Systems Announces Definitive Agreements to Sell Three Virginia Hospitals

10/28/19
FRANKLIN, Tenn.–(BUSINESS WIRE)–Oct. 28, 2019– Community Health Systems, Inc. (NYSE: CYH) announced today that affiliates of the Company have signed a definitive agreement to sell three Virginia hospitals – 300-bed Southside Regional Medical Center in Petersburg, 105-bed Southampton Memorial Hospital in Franklin and 80-bed Southern Virginia Regional Medical Center in Emporia, and their associated assets to subsidiaries of Bon Secours Mercy Health, Inc. The transaction is expected to close by the end of 2019, subject to customary regulatory approvals and closing conditions.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the largest publicly traded hospital companies in the United States and a leading operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 102 affiliated hospitals in 18 states with an aggregate of approximately 17,000 licensed beds. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
Forward-Looking Statements
Statements contained in this news release regarding potential transactions, operating results, and other events are forward-looking statements that involve risk and uncertainties. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Community Health Systems, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20191028005620/en/
Source: Community Health Systems, Inc.
Investor Contacts:
Thomas J. Aaron, 615-465-7000
Executive Vice President and Chief Financial Officer
or
Ross W. Comeaux, 615-465-7012
Vice President – Investor Relations
Media Contact:
Tomi Galin, 615-628-6607
Senior Vice President, Corporate
Communications, Marketing and Public Affairs
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-Sanford Health, UnityPoint Health call off merger


Sanford Health, UnityPoint Health call off $11 billion merger

Watertown SD Nurse photos
Sanford Health and UnityPoint Health nixed their proposed merger that would have formed an $11 billion, 76-hospital system, the organizations said late Tuesday.
The not-for-profit health systems announced their letter of intent to merge in June. The combined entity would have ranked among the top 15 not-for-profit health systems by revenue, with operations across 26 states and more than 83,000 employees.
Kelby Krabbenhoft, the president and CEO of Sanford, said in a statement that the UnityPoint board failed to embrace the vision of a new health system of national prominence.
“We were excited at the opportunity our combination would have provided to create a new health system of national prominence,” he said. “The executive management teams and physicians worked diligently for 18 months to provide a merger recommendation to the boards. We are disappointed that the UnityPoint Health board failed to embrace the vision. Our focus now is on the patients and communities we serve and the 50,000 people working tirelessly to support them.”
Vision represents a long-term view of how the business will operate and how the culture will manifest both within the organization and as it faces patients and stakeholders, said Joe Lupica, chairman of Newpoint Healthcare Advisors.
“When one party says visions don’t align, this means it is not a failure that happened in the trenches,” said Lupica, explaining that it’s something more fundamental than disparate IT systems or fragmented supply chains.
Executives hoped that the merger would have allowed the combined organization to become a world leader in personalized primary care.
“Our organization concluded we can most effectively fulfill our mission by maintaining our existing corporate structure,” Kevin Vermeer, president and CEO of UnityPoint Health, said in a statement.” As a leader in the delivery of value-based care, UnityPoint Health remains strong and competitively positioned for the future.”
It is hard to imagine spending a year and a half on a transaction and having it fall apart, said Robert Creighton, managing partner at Farrell Fritz.
“It makes me think that the preliminary work maybe was not as thorough,” said Creighton, adding that they may have never come to an understanding of what the vision was.
The deal may have been related to a culture clash, mismatched or unmet expectations when it comes to estimated savings benchmarks, their relationships with physicians or other labor-related issues, he said.
“These are incredibly complex (and costly) transactions,” Creighton said. “You have to get all the pieces to fit, and it is not surprising that some deals will fail.”
Sioux Falls, S.D.-based Sanford reported an operating income of $117.1 million on $4.59 billion of operating revenue through the first nine months of fiscal year 2019, up from $92.3 million of operating income on operating revenue of $3.53 billion over the same period last year, according to Modern Healthcare’s financial database.
Last month, Sanford agreed to pay the federal government $20.25 million to settle allegations that one of its neurosurgeons received kickbacks for using implantable devices distributed by his physician-owned distributorship. The settlement also involved hiring a compliance officer and setting up a compliance committee, implementing a risk-assessment program and hiring an independent review organization to oversee Medicare and Medicaid claims at Sanford Medical Center. Sanford denied any wrongdoing.
Des Moines, Iowa-based UnityPoint reported an operating income of $49.4 million on revenue of $2.26 billion through six months of fiscal year 2019—the most recent financial statement available. That was up from $32.8 million of operating income on $2.19 billion of revenue over the same period the year prior. UnityPoint recorded a $21.5 million operating loss in 2017.
While this dismantled deal may throw up a caution flag to other providers exploring mergers, Creighton still expects significant consolidation in the hospital sector given the potential cost and quality benefits of a smaller organization joining a bigger system, he said.
As health systems continue to pursue massive regional and national networks in search of the highly touted benefits of scale, economists and policy experts have cautioned about consolidation’s tendency to raise prices.
Hospital mergers and acquisitions have seemingly cooled in 2019 after several years of significant activity, possibly in part because the projected synergies of scale have not met expectations, hospital M&A experts said. In some cases, health systems rushed into a letter of intent, they said.
Baylor Scott & White Health and Memorial Hermann Health System called off their merger in February, about five months after the Texas-based health systems signed a letter of intent.
M&A experts expected there had been some concern regarding the alignment of their academic missions as well as a mismatch of their physician-management models.
Atrium Health (formerly Carolinas HealthCare System) and UNC Health Care scuttled their deal last year, about six months after the letter of intent was signed.
Cone Health and Randolph Health, also based in North Carolina, called off their deal in May 2018 after more than a year of talks as Cone Health was unwilling to “scale back projects or put them on hold,” Cone Health executives said.
“The savings executives thought they were getting from eliminating redundancies haven’t panned out,” Lupica said.
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Quorum Health considering buyout offer from KKR

MM 1 Sentence Summary- Quorum Health and, private equity firm, KKR talking about buyout which would help Quorum with their debt and decrease in value. 

Quorum Health considering buyout offer from KKR

Quorum Health could be the latest healthcare provider to be gobbled up by private equity investors, if the beleagured chain accepts a buy-out proposal from KKR.
The 24-hospital, publicly traded company has struggled since it was formed in 2016, posting more than $300 million in net losses in 2017 and 2018 combined. Quorum said it’s considering private equity firm KKR’s offer to buy out its public shares held by minority owners for $1 per share. That would value the company at about $33 million, based on the number of outstanding shares as of Nov. 6.
“The fact that they’re being approached with a potential solution, I would think their board would take that very serious, and it sounds like they are,” said Frank Morgan, an analyst with RBC Capital Markets.
The deal would mean that Brentwood, Tenn.-based Quorum join the ranks of other privately held hospital companies, such as Boston-based Steward Health Care.
Quorum’s stock fell 5.6% on Wednesday and has plummeted 80% in the past two years.
“The company’s board of directors will, together with its financial and legal advisors, carefully consider this letter as part of its ongoing engagement with its debt and equity holders,” Quorum wrote in a statement.
KKR currently owns more than 9% of Quorum’s common stock, according to a letter the company wrote to Quorum’s board. The letter also said KKR is the largest holder of Quorum’s outstanding debt. It said the two companies have been in discussions over a potential deal.
In addition to the buy-out, KKR says the deal should include restructuring Quorum’s debt, equitizing the par value of the senior notes and injecting new capital by raising equity from participating noteholders. New capital would be issued as common stock in the recapitalized company and offered to participating noteholders, the letter says. KKR declined to comment beyond the letter.
RBC’s Morgan said Quorum would benefit from having a strong financial partner as opposed to having to renegotiate its debt covenants with banks on its own. He noted the $1 per share offer equates to about 8.4 times Quorum’s projected 2019 earnings before interest, taxes, depreciation and amortization.
“In today’s world, looking at it purely from a valuation perspective, that would seem to be pretty good,” he said.
Quorum, which operates in rural and mid-sized markets, spun off from Franklin, Tenn.-based Community Health Systems in April 2016. Since then, it’s been working to sell off underperforming hospitals to pay down its debt. The company had 38 hospitals when it was spun off.
Quorum has struggled in recent years, posting a $200.2 million net loss in 2018 on nearly $1.9 billion in net operating revenue, compared with a $114.2 million net loss in 2017 on $2 billion in operating revenue, according to Modern Healthcare’s financial database.
Meanwhile, the company’s stock price has shed 73% of its value since the beginning of the year, about 80% in the past two years. It’s currently valued at 85 cents per share.
Quorum’s high debt load and interest expenses severely constrain its cash flow, Moody’s Investors Service wrote in its November downgrade and negative outlook for the company. Difficulty selling off hospitals and implementing efficiency programs will limit Quorum’s ability to improve its near-term performance, the agency said.
KKR is among a long list of private equity firms that have increasingly invested in healthcare assets, especially physician specialty groups. There were 181 private equity deals for all types of physician practices last year, according to a Bloomberg Law analysis.
KKR bought physician staffing company Envision Healthcare Corp. last year in a deal valued at $9.9 billion in cash and debt. Envision had previously been a public company.
Another physician staffing firm, TeamHealth, was purchased by affiliates of the Blackstone Group, one of the country’s largest private equity firms, in 2016.
More broadly, healthcare assets attracted private equity investors at record levels last year, with disclosed deal values surging almost 50% to $63.1 billion in 2018, compared with $42.6 billion in 2017, according to an April report from Bain & Company.
The outsized presence of private equity in healthcare service companies is one reason S&P Global Ratings tends to rate healthcare service providers lower than medical device and pharmaceutical companies, the agency wrote in a January 2018 report. That’s partly because of private equity owners’ tendency to aggressively use debt leverage. S&P noted that private equity investors owned 60% of the health care services companies it rated at the time, compared with just 10% of its pharmaceutical companies and 30% of healthcare equipment companies.
Quorum announced earlier this year it would outsource its revenue cycle management to Chicago-based R1 RCM. Moody’s said that change was one factor behind its negative outlook for the company, as such moves come with high execution risk. Another factor was the difficulty of divestitures and the potential operating disruption that could come from migrating IT and other systems away from the agreement Quorum still holds with CHS over the next 12 to 18 months.
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-Seaside Healthcare | North Carolina Services Expanding – Strategic Interventions Acquired by Seaside Healthcare

North Carolina Services Expanding – Strategic Interventions Acquired by Seaside Healthcare

SHREVEPORT, LA:  Seaside Healthcare, a behavioral healthcare service corporation headquartered in Shreveport, Louisiana, has acquired the North Carolina mental health service company, Strategic Interventions,  Inc. adding the multi county organization to the growing Seaside Healthcare family of behavioral health and substance use programs serving communities across Louisiana, North Carolina, Georgia, and Texas. The acquisition became effective November 1, 2019. Franklin Roemer, CEO and co-founder of Seaside Healthcare announced the corporation’s expansion in North Carolina, “Seaside Healthcare’s ability to further provide high quality and vital mental health services to an even greater number of families in North Carolina has been further enhanced by our acquisition of Strategic Interventions. Their multi-county clinic locations and the proven services they provide fit well with Seaside Healthcare’s approach to delivering accessible, high quality, patient & family centric, community-based mental health and substance use treatment services.”
Donna Duggins, MBA, who joined Strategic Interventions in 2010, will serve as Executive Director of Strategic Interventions. She has 25 years experience working in the Mental Health field in various capacities and holds a Degree in Psychology and an MBA. Duggins commented on becoming a member of the Seaside Healthcare family, “Being part of Seaside Healthcare brings with it a greater pool of resources and organizational strengths. Our ability to provide an even higher level of mental health services to the people of the counties we serve will be greatly enhanced as a result. This is a most positive change for Strategic Interventions and to the families who come to us for help.”
As the newest member of the growing Seaside Healthcare family, Strategic Interventions will now share in Seaside’s focus of providing evidence-based treatment services that are compliant with all state and national regulations for mental healthcare delivery. Seaside’s goal is to provide community-based treatment in the least restrictive environment for patients and their families. As a large deliverer of mental health services in Louisiana, Georgia, Texas, and North Carolina, Seaside has the resources to continue meeting the needs of the people it serves across its growing network of providers.
Strategic Interventions is headquartered in Marion, North Carolina and provides community mental health services in Yadkinville, Morganton, Greensboro, Warrenton and Marion. In these locations, Strategic Interventions provides Assertive Community Treatment Teams, (ACTT), to help those with serious mental illness obtain adequate care in their communities, and to live a life not dominated by their mental illness. Using a team approach that consists of psychiatrist, nurses, mental health professionals, employment specialists, and substance use specialists, a very personalized level of care is available to patients in their homes 24 hours a day, 7 days a week. ACTT helps individuals with medication management, locating housing, findind educational opportunities or jobs, among other basic needs.
In addition to ACTT services, Strategic Interventions provides a Psychosocial Rehabilitation (PSR) program. The PSR Program helps mental health patients improve the quality of their life through skill development assistance, pre-vocational training, supported employment, supportive rehabilitation counseling, skills teaching & practice, resource development, and peer support. The objective of PSR is to maximize the persons ability to function in all aspects of their lives.
Roemer commented on the expanding service network of the Seaside Healthcare family, “Seaside Healthcare’s strong model for patient first care as initially developed in Louisiana then expanded into North Carolina, Georgia and Texas serves as the foundation for our expansion of services in North Carolina as we move to help even more people in their own communities. Seaside Healthcare is most pleased to welcome Strategic Interventions into the Seaside family.
Seaside Healthcare is a dynamic and growing organization that is currently expanding its mental healthcare delivery system across the south through acquisitions and new site and program development. More information on Seaside Healthcare can be found through their website at www.seasidehc.com. Questions concerning program development or acquisition referrals can be made to Patrick Doyal, VP of Development at pd****@*******hc.com. More information on Strategic Interventions can be obtained by contacting their corporate office at 828-655-3105. 
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