PROPOSED ACQUISITION OF CONTROL - DOCKET # EX 19-48

In the Matter of:

PROPOSED ACQUISITION OF CONTROL OF
WELLCARE HEALTH INSURANCE OF CONNECTICUT, INC. AND
WELLCARE OF CONNECTICUT, INC.,
EACH, AN INDIRECT SUBSIDIARY OF WELLCARE HEALTH PLANS, INC.
BY
CENTENE CORPORATION
DOCKET # EX 19-48

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OVERVIEW

On May 7, 2019, CENTENE CORPORATION (the “Applicant”), filed an application on Form A with the Connecticut Insurance Department (the “Department”) pursuant to Conn. Gen. Stat. §38a-130 and Regs., Conn. State Agencies §38a-138-6 (the “Application”) requesting approval by the Insurance Commissioner of the State of Connecticut for the proposed acquisition of control (the “Proposed Acquisition”) of the Connecticut domestic insurers WELLCARE HEALTH INSURANCE OF CONNECTICUT, INC. and WELLCARE OF CONNECTICUT, INC. (the "Domestic Insurers"), each, an indirect subsidiary of WELLCARE HEALTH PLANS, INC. The Proposed Acquisition will be effected pursuant to the terms of an Agreement and Plan of Merger dated March 26, 2019.

The Merger Transaction is being valued on an enterprise value basis at approximately $17.3 billion, based on closing stock prices as of March 26, 2019. The cash component of such total amount is equal to approximately $6.06 billion. In addition to payment of Merger Consideration, the Applicant may be assuming approximately $1.95 billion in existing indebtedness of WellCare Health Plans, Inc.

As required by Conn. Gen. Stat. §38a-132 and Regs., Conn. State Agencies §38a-138-6 a public hearing will be held on the Proposed Acquisition of the Domestic Insurers within thirty days after the Application is deemed complete in all respects. When the Application is complete, a notice of public hearing will be issued to consider the Proposed Acquisition.

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The following is a list of all documents related to the Proposed Acquisition which are available for public viewing. Some documents which include trade secrets or personal data have been exempted from public inspection pursuant to the Connecticut Freedom of Information Act. (see Conn. Gen. Stat. §1-210).