WellCare’s $17.3 Billion Merger With Centene

Kirkland & Ellis advised WellCare Health Plans, Inc. (NYSE: WCG) on its merger agreement to combine with Centene Corporation (NYSE: CNC) for a total enterprise value of $17.3 billion.

Under the terms of the merger agreement, WellCare shareholders will receive a fixed exchange ratio of 3.38 shares of Centene common stock and $120 in cash for each share of WellCare common stock. Based on Centene’s closing stock price on March 26, 2019, the implied cash and stock consideration to be received by WellCare shareholders is $305.39 per share. Upon completion of the transaction, Centene shareholders will own approximately 71% of the combined entity, with WellCare shareholders owning approximately 29%.

The transaction will create a premier healthcare enterprise focused on government-sponsored healthcare programs and a leader in Medicaid, Medicare and the Health Insurance Marketplace. The transaction is subject to regulatory approvals and customary closing conditions and is expected to be completed in the first half of 2020.

Allen & Company LLC, Barclays, Evercore and J.P. Morgan Securities LLC are serving as financial advisors to Centene and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal counsel. Goldman Sachs is serving as financial advisor to WellCare and Kirkland & Ellis LLP is serving as its legal counsel.

The Kirkland team was led by transactional partners Sarkis Jebejian (Picture), Michael Brueck and Keri Schick Norton and associate Romain Dambre; executive compensation partners Michael Krasnovsky and Kate Coverdale and associate Malhar Naik; and antitrust & competition partners Mark Kovner and Jeffrey Ayer.

Involved fees earner: Jeffrey Ayer – Kirkland & Ellis; Michael Brueck – Kirkland & Ellis; Katherine Coverdale – Kirkland & Ellis; Romain Dambre – Kirkland & Ellis; Sarkis Jebejian – Kirkland & Ellis; Mark Kovner – Kirkland & Ellis; Michael Krasnovsky – Kirkland & Ellis; Malhar Naik – Kirkland & Ellis; Keri Schick Norton – Kirkland & Ellis;

Law Firms: Kirkland & Ellis;

Clients: WellCare Health Plans, Inc.;

Author: Ambrogio Visconti