Lawsuit Overview
March 15, 2018 - An investor in shares of Centene Corporation (NYSE: CNC) filed a lawsuit against certain directors of Centene in connection with the acquisition of Health Net, Inc by Centene Corporation.
On July 2, 2015, Centene Corporation (NYSE: CNC) and Health Net, Inc. (NYSE: HNT) announced that the Boards of Directors of both companies have approved an agreement under which Centene will acquire all of the shares of Health Net in a cash and stock transaction valued at approximately $6.8 billion, including the assumption of approximately $500 million of debt. Under the terms of the agreement, Health Net shareholders would receive 0.622 shares of Centene common stock and $28.25 in cash for each share of Health Net common stock. Based on Centene’s closing stock price on July 1, 2015, the implied consideration of $78.57 per share represents a premium of approximately 21% over Health Net’s closing stock price on July 1, 2015, and of approximately 26% on June 1, 2015.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE: CNC investors.
More specifically, the plaintiff claims that Centene and certain of its executives knowingly misstated Health Net's business before its $6.8 billion merger and hid the fact that it was taking on millions in liability.