~ Centene to sell Magellan Rx to Prime Therapeutics ~
~ Centene to sell PANTHERx to The Vistria Group, General Atlantic, and Nautic Partners ~
~ Centene expects to receive aggregate proceeds of approximately $2.8 billion ~
~ Two significant milestones in value creation program and ongoing portfolio review ~
May 5, 2022 — Centene Corporation (NYSE: CNC) announced today that it has signed a definitive agreement to sell Magellan Rx to Prime Therapeutics LLC (Prime) and a separate definitive agreement to sell PANTHERx Rare to a consortium of The Vistria Group, General Atlantic, and Nautic Partners. Subject to customary purchase price adjustments, Centene expects to receive aggregate proceeds of approximately $2.8 billion from the transactions.
“These transactions demonstrate significant progress in our ongoing portfolio review and represent key milestones in our value creation plan,” said Sarah London, CEO of Centene. “Last year, Centene announced our strategic plan to exit the Pharmacy Benefit Management (PBM) space. Magellan Rx is a valuable asset, and under different ownership we believe it will continue to thrive as a next-generation pharmacy solutions organization. Likewise, PANTHERx is a leader in rare and specialty pharmacy, and we are confident this transaction will position the company to effectively grow while ensuring patients get the critical, specialized care they deserve.”
Magellan Rx
- Magellan Rx is a comprehensive pharmacy solutions organization with leading capabilities in specialty drug management, Medicaid administration, and comprehensive pharmacy benefits management.
- Centene acquired Magellan Rx in January 2022 as part of its acquisition of Magellan Health, Inc.
- The sale of Magellan Rx is subject to U.S. federal antitrust clearance, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions and is expected to close in the fourth quarter of 2022.
- In the sale of Magellan Rx, Allen & Company LLC and Evercore are serving as financial advisors to Centene, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal counsel. Solomon Partners is serving as exclusive financial advisor and placement agent to Prime and McDermott Will & Emery and Fox Rothschild LLP are serving as its legal counsel.
PANTHERx
- PANTHERx is one of the largest and fastest growing specialty and rare pharmacies in the United States.
- Centene acquired PANTHERx in December 2020.
- The sale of PANTHERx is subject to U.S. federal antitrust clearance, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions and is expected to close in the next two to four months.
- In the sale of PANTHERx, Barclays is serving as financial advisor to Centene, and Bass Berry Sims, PLC is serving as its legal counsel.
Centene intends to use the majority of the net proceeds from the sales to repurchase stock and the balance to reduce debt. Each of the transactions is expected to be neutral to slightly accretive to Centene’s Adjusted Earnings Per Share in the 12-month period post-closing.
About Centene Corporation
Centene Corporation, a Fortune 25 company, is a leading healthcare enterprise that is committed to helping people live healthier lives. The Company takes a local approach – with local brands and local teams – to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals. Centene offers affordable and high-quality products to nearly 1 in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans) as well as individuals and families served by the Health Insurance Marketplace, the TRICARE program, and individuals in correctional facilities. The Company also serves several international markets, and contracts with other healthcare and commercial organizations to provide a variety of specialty services focused on treating the whole person. Centene focuses on long-term growth and value creation as well as the development of its people, systems, and capabilities so that it can better serve its members, providers, local communities, and government partners.
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, https://investors.centene.com/.
