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Health insurer Centene to buy smaller rival WellCare for $15.27 billion

Key Points
  • U.S. health insurer Centene will buy smaller rival WellCare Health Plans for $15.27 billion in a cash-and-stock deal.
  • The companies said the deal, including debt, was valued at $17.3 billion.
  • The offer of $305.39 per share represents a premium of about 32 percent to WellCare's closing price on Tuesday.
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Health insurer Centene to buy smaller rival WellCare for $305.39 per share

U.S. health insurer Centene confirmed on Wednesday that it would buy WellCare Health Plans in a cash-and-stock deal to bulk up its government-backed health-care business, valuing its smaller rival at $15.27 billion.

Reuters had reported on Tuesday that the companies were in advanced talks over a deal.

Shares of WellCare jumped 23 percent and were currently trading 12.5 percent higher at $260.28, while those of Centene fell about 7 percent before the bell on Wednesday.

The acquisition would likely reduce Centene's dependence on the Obamacare health-care exchanges at a time when the Trump administration has stepped up its assault on former President Barack Obama's signature health-care law.

Earlier this week, the Department of Justice (DOJ) backed a federal judge's ruling that Obamacare violated the U.S. Constitution because it required people to buy health insurance.

Centene relies on its Obamacare business for about 40 percent of its earnings, making it vulnerable to the DOJ decision, according to SVB Leerink analyst Ana Gupte.

The deal for WellCare could also allow Centene to better compete against large rivals UnitedHealth and CVS Health in the aftermath of a wave of consolidation that swept across the U.S. health-care sector.

Michael F. Neidorff, CEO of Centene.
Adam Jeffery | CNBC

Late last year, pharmacy benefits manager CVS Health Corp closed its $69 billion acquisition of Aetna Inc, while health insurer Cigna Corp completed its $54 billion deal for Express Scripts Holding Co.

Centene's deal, expected to close in the first half of 2020, would allow it to grow its Medicaid business and save costs as well as expand into Medicare Advantage, which is currently a small segment for the company, Bernstein analyst Lance Wilkes said in a pre-deal note.

The deal, including debt, was valued at $17.3 billion and the offer price of $305.39 per share represents a premium of about 32 percent to WellCare's closing price on Tuesday.

WellCare shareholders will get 3.38 shares of Centene common stock and $120 in cash for each WellCare share, taking their ownership to about 29 percent of the new company.

After the deal, Centene would have about 22 million members in the United States and would generate about $500 million of annual cost savings by the second year of the closing, the two companies said in a statement.

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Key Points
  • President Trump's Justice Department supports a federal judge's ruling that President Obama's signature health care law, the Affordable Care Act, is unconstitutional, a court filing shows.
  • The Justice Department filed its determination in the U.S. Court of Appeals for the 5th Circuit in New Orleans on Monday, where an appeal of a judge's opinion on the law is pending.
  • "The Department of Justice has determined that the district court's judgment should be affirmed," three DOJ lawyers write in a filing in the 5th Circuit.