Investigation Overview
July 14, 2015 (Shareholders Foundation) - An investigation for investors in NYSE:HNT shares was announced concerning whether the takeover of Health Net, Inc. by Centene Corporation for a value of approximately $78.57 per share is unfair to NYSE:HNT stockholders.
The investigation by a law firm concerns whether certain officers and directors of Health Net, Inc. breached their fiduciary duties owed to NYSE:HNT investors in connection with the proposed acquisition.
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 Centenes closing stock price on July 1, 2015, the implied consideration of $78.57 per share represents a premium of approximately 21% over Health Nets closing stock price on July 1, 2015, and of approximately 26% on June 1, 2015.
However, the investigation concerns whether the offer is unfair to NYSE:HNT stockholders. More specifically, the investigation concerns whether the Health Net Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Health Net, Inc. reported that its annual Total Revenue increased from over $11.05 billion in 2013 to $14 billion in 2014.
Shares of Health Net, Inc. (NYSE:HNT) grew from $31.50 per share in April 2014 to as high as $65.33 per share on June 25, 2015.