Item 7.01. Regulation FD Disclosure.
On
In addition, on
The information under this Item 7.01, along with Exhibit 99.1 and Exhibit 99.2 attached hereto, are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of Exhibit 99.1 and Exhibit 99.2 attached hereto is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedJanuary 4, 2021 99.2 Investor Presentation, datedJanuary 4, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Cautionary Statement of Forward-Looking Statements
All statements, other than statements of current or historical fact, contained
in this communication are forward-looking statements. Without limiting the
foregoing, forward-looking statements often use words such as "believe,"
"anticipate," "plan," "expect," "estimate," "intend," "seek," "target," "goal,"
"may," "will," "would," "could," "should," "can," "continue" and other similar
words or expressions (and the negative thereof).
These forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors we believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions.
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All forward-looking statements included in this communication are based on
information available to us on the date hereof. Except as may be otherwise
required by law, we undertake no obligation to update or revise the
forward-looking statements included in this communication, whether as a result
of new information, future events or otherwise, after the date hereof. You
should not place undue reliance on any forward-looking statements, as actual
results may differ materially from projections, estimates, or other
forward-looking statements due to a variety of important factors, variables and
events including but not limited to: the risk that regulatory or other approvals
required for the Transaction may be delayed or not obtained or are obtained
subject to conditions that are not anticipated that could require the exertion
of management's time and our resources or otherwise have an adverse effect on
the Company; the risk that Magellan Health's stockholders do not adopt the
merger agreement; the possibility that certain conditions to the consummation of
the Transaction will not be satisfied or completed on a timely basis and
accordingly the Transaction may not be consummated on a timely basis or at all;
the impact of COVID-19 on global markets, economic conditions, the healthcare
industry and our results of operations, which is unknown, and the response by
governments and other third parties; uncertainty as to the expected financial
performance of the combined company following completion of the Transaction;
uncertainty as to our expected financial performance during the period of
integration of the WellCare Acquisition; the possibility that the expected
synergies and value creation from the Transaction or the WellCare Acquisition
will not be realized, or will not be realized within the expected time period;
the exertion of management's time and our resources, and other expenses incurred
and business changes required, in connection with complying with the
undertakings in connection with any regulatory, governmental or third party
consents or approvals for the Transaction; the risk that unexpected costs will
be incurred in connection with the completion and/or integration of the
Transaction or the integration of the WellCare Acquisition or that the
integration of Magellan Health or WellCare will be more difficult or time
consuming than expected; the risk that potential litigation in connection with
the Transaction may affect the timing or occurrence of the Transaction or result
in significant costs of defense, indemnification and liability; a downgrade of
the credit rating of our indebtedness, which could give rise to an obligation to
redeem existing indebtedness; unexpected costs, charges or expenses resulting
from the Transaction or the WellCare Acquisition; the possibility that competing
offers will be made to acquire Magellan Health; the inability to retain key
personnel; disruption from the announcement, pendency and/or completion of the
Transaction or the integration of the WellCare Acquisition, including potential
adverse reactions or changes to business relationships with customers,
employees, suppliers or regulators, making it more difficult to maintain
business and operational relationships; the risk that, following the
Transaction, the combined company may not be able to effectively manage its
expanded operations; our ability to accurately predict and effectively manage
health benefits and other operating expenses and reserves, including
fluctuations in medical utilization rates due to the impact of COVID-19;
competition; membership and revenue declines or unexpected trends; changes in
healthcare practices, new technologies, and advances in medicine; increased
healthcare costs; changes in economic, political or market conditions; changes
in federal or state laws or regulations, including changes with respect to
income tax reform or government healthcare programs as well as changes with
respect to the Patient Protection and Affordable Care Act (ACA) and the Health
Care and Education Affordability Reconciliation Act, collectively referred to as
the ACA and any regulations enacted thereunder that may result from changing
political conditions or judicial actions, including the ultimate outcome in
"Texas v.
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This list of important factors is not intended to be exhaustive. We discuss
certain of these matters more fully, as well as certain other factors that may
affect our business operations, financial condition and results of operations,
in our filings with the
Important Additional Information and Where to Find It
In connection with the Transaction, Magellan Health intends to file with the
Participants In The Solicitation
Information about the directors and executive officers of
Investors may obtain additional information regarding the interests of such
participants, which may, in some cases, be different than those of Magellan
Health's stockholders generally, and a description of their direct and indirect
interests, by security holdings or otherwise, by reading the Proxy Statement and
other materials to be filed with the
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