Post-Merger Stock Frequently Asked Questions (FAQs)
|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.
|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/.
|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.
|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.
|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.