Frequently Asked Questions

Post-Merger Stock Frequently Asked Questions (FAQs)

1.How do I exchange my Health Net stock for Centene stock and cash consideration?
2.What are the U.S. federal income tax consequences of the merger?
3.Why did the number of shares that I owned decrease with the merger?
4.How do I obtain historical common stock prices for Health Net, Inc. and Centene Corporation common stock prior to the merger?
5.What should I do if my Health Net certificates were lost, stolen or destroyed?
6.What if I lose my letter of transmittal or need additional ones?
7.What should I do if some of my Health Net shares are certificated and some of my Health Net shares are held electronically in book-entry form with Wells Fargo Bank, N.A.?
8.What if some of my Health Net shares are held with a broker or custodian bank?
9.What do I do if my address has changed?
10.What should I do with the Form W-9 included with my letter of transmittal?
1.How do I exchange my Health Net stock for Centene stock and cash consideration?
 

The conversion of shares of Health Net common stock into the right to receive the merger consideration occurred automatically at the effective time of the merger. If you were a record holder of Health Net common stock and held shares represented by a physical certificate, Broadridge Corporate Issuer Solutions, Inc., the exchange agent for the transaction (“Broadridge”), will mail a letter of transmittal to you. The letter of transmittal will be accompanied by instructions for surrendering certificates in exchange for the merger consideration, any dividends or distributions payable pursuant to the merger agreement and cash in lieu of any fractional shares of Centene common stock. If you held Health Net common stock in book-entry (i.e., electronic) form, you are not required to deliver a certificate or an executed letter of transmittal to Broadridge to receive the merger consideration, and you will automatically be entitled to receive the merger consideration, any dividends or distributions payable pursuant to the merger agreement and cash in lieu of any fractional shares of Centene common stock.

For additional information, please refer to pages 137-138 of the joint proxy statement/prospectus, a copy of which is available at http://investor.health.net/phoenix.zhtml?c=70296&p=special-meetings.


2.What are the U.S. federal income tax consequences of the merger?
 

The transaction is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code for U.S. federal income tax purposes. U.S. beneficial owners of Health Net common stock will generally recognize taxable gain (but not loss) in an amount equal to the lesser of: (1) the amount, if any, by which the sum of cash and the fair market value of Centene common stock received by such U.S. holder exceeds such U.S. holder’s adjusted tax basis in the Health Net common stock surrendered, and (2) the amount of cash received by such U.S. holder.

For further details on the U.S. federal income tax consequences of the transaction, please refer to page 20 and pages 130-133 of the joint proxy statement/prospectus, a copy of which is available at http://investor.health.net/phoenix.zhtml?c=70296&p=special-meetings.

THE TAX CONSEQUENCES OF THE MERGERS WILL DEPEND ON YOUR SPECIFIC SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE TAX CONSEQUENCES OF THE MERGERS IN YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS AND OF CHANGES IN THOSE LAWS.


3.Why did the number of shares that I owned decrease with the merger?
 

The merger consideration payable to you in exchange for your shares of Health Net common stock in connection with the transaction is comprised of both cash and stock, and the stock portion of the merger consideration is subject to an exchange ratio. This exchange ratio means that you will receive 0.622 of a validly issued, fully paid and non-assessable share of Centene common stock for each share of Health Net common stock you previously owned. The cash portion of the merger consideration is equal to $28.25 per share of Health Net common stock. For example, 1,000 shares of Health Net common stock will be exchanged for 622 shares of Centene common stock plus $28,250 in cash consideration.


4.How do I obtain historical common stock prices for Health Net, Inc. and Centene Corporation common stock prior to the merger?
 

Historical common stock prices for Health Net, Inc. prior to the merger may be found at http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MzI4MjEwfENoaWxkSUQ9LTF8VHlwZT0z&t=1&cb=635938695811818048.

Historical common stock prices for Centene Corporation prior to the merger can be found at http://www.centene.com/investors/stock-information/historical-price-lookup/.


5.What should I do if my Health Net certificates were lost, stolen or destroyed?
 

If any of your Health Net share certificates have been lost, stolen or destroyed, you should promptly notify Broadridge by mail at Broadridge, Inc., Attn: BCIS Re-Organization Dept., P.O. Box 1342, Brentwood, NY 11717 (other than mail sent by hand, overnight courier, USPS Priority Mail or USPS Registered Mail) or at Broadridge, Inc., Attn: BCIS IWS, 51 Mercedes Way, Edgewood, NY 11717 (if sent by hand, overnight courier, USPS Priority Mail or USPS Registered Mail). You will then be instructed as to the steps that must be taken in order to replace the share certificate(s).


6.What if I lose my letter of transmittal or need additional ones?
 

You may call Broadridge at (855) 627-5087 and request that a duplicate letter of transmittal be mailed to you.


7.What should I do if some of my Health Net shares are certificated and some of my Health Net shares are held electronically in book-entry form with Wells Fargo Bank, N.A.?
 

With respect to your Health Net shares that are certificated, you should follow the instructions for surrendering such certificates included in the letter of transmittal. With respect to your Health Net shares held electronically in book-entry form with Wells Fargo Bank, N.A., you don’t need to do anything. Wells Fargo Bank, N.A. will handle the exchange of your shares directly.


8.What if some of my Health Net shares are held with a broker or custodian bank?
 

You don't need to do anything. Your broker or bank will handle the exchange of your shares directly.


9.What do I do if my address has changed?
 

Please call Wells Fargo Bank, N.A. at (866) 877-6270 to update your address. Outside the U.S., you may call (651) 450-4064. If you are surrendering physical certificates representing your Health Net shares, you should follow the instructions included in the letter of transmittal. If you have previously submitted a letter of transmittal and the address provided for the delivery of the merger consideration set forth on such letter of transmittal has changed, you should promptly notify Broadridge by phone at (855) 627-5087.


10.What should I do with the Form W-9 included with my letter of transmittal?
 

To prevent backup withholding on payments made to U.S. holders of Health Net common stock, the holder is required to submit a Form W-9 (or, if applicable, a Form W-8) with the letter of transmittal. A Form W-9 and accompanying instructions will be enclosed with the letter of transmittal. The Form W-9 (or Form W-8) and instructions can also be found at www.irs.gov.