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Centene to Divest Two Pharmacy Businesses for USD 2.8bn Upfront
Friday 06 May 2022

US-based health insurer Centene Corp. (NYSE: CNC) has signed a definitive agreement to sell its Magellan Rx pharmacy solutions organization to Prime Therapeutics LLC and a separate definitive agreement to sell its PantheRx Rare specialty and rare pharmacies business to a consortium of The Vistria Group, General Atlantic, and Nautic Partners, the company said.

Subject to customary purchase price adjustments, Centene expects to receive aggregate proceeds of approximately USD 2.8 bn from the transactions.

Magellan Rx is a pharmacy solutions organization with leading capabilities in specialty drug management, Medicaid administration, and comprehensive pharmacy benefits management.

Centene acquired Magellan Rx in January 2022 as part of its acquisition of Magellan Health, Inc.

The sale of Magellan Rx is subject to US federal antitrust clearance, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions and is expected to close in 4Q22.

In the sale of Magellan Rx, Allen and Company LLC and Evercore are serving as financial advisors to Centene, and Skadden, Arps, Slate, Meagher and Flom LLP is serving as its legal counsel.

Solomon Partners is serving as exclusive financial advisor and placement agent to Prime and McDermott Will and Emery and Fox Rothschild LLP are serving as its legal counsel.

PantheRx is one of the largest and fastest growing specialty and rare pharmacies in the United States.

Centene acquired PantheRx in December 2020. The sale of PantheRx is subject to US federal antitrust clearance, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions and is expected to close in the next two to four months.

In the sale of PantheRx, Barclays is serving as financial advisor to Centene, and Bass Berry Sims, PLC is serving as its legal counsel.

Centene said it plans to use the majority of the net proceeds from the sales to repurchase stock and the balance to reduce debt. Each of the transactions is expected to be neutral to slightly accretive to Centene's Adjusted Earnings Per Share in the 12-month period post-closing.

Centene offers products to nearly one in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans) as well as individuals and families served by the Health Insurance Marketplace, the TRICARE program, and individuals in correctional facilities.

The company also serves several international markets, and contracts with other healthcare and commercial organizations to provide a range of specialty services focused on treating the whole person.
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Date Published: 06/05/2022

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