Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
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Cautionary Statement on 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). Such forward-looking statements are intended to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe-harbor provisions. In particular, these statements include, without limitation, statements about the Company's future operating or financial performance, market opportunity, growth strategy, competition, expected activities in completed and future acquisitions, including statements about the impact of Centene's proposed acquisition of the Company (the "Transaction"), investments and the adequacy of the Company's available cash resources.
These forward-looking statements reflect the Company's current views with respect to future events and are based on numerous assumptions and assessments made by the Company in light of the Company's experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors the Company believes 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 the Company or its 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.
All forward-looking statements included in this filing are based on information available to the Company on the date of this communication. Except as may be otherwise required by law, the Company undertakes 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 of this filing. 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 following: (i) 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 the Company's resources or otherwise have an adverse effect on the Company; (ii) 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; (iii) uncertainty as to the expected financial performance of the combined company following completion of the Transaction; (iv) the possibility that the expected synergies and value creation from the Transaction will not be realized, or will not be realized within the expected time period; (v) the exertion of management's time and the Company's 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; (vi) the risk that unexpected costs will be incurred in connection with the completion and/or integration of the Transaction or that the integration of the Company will be more difficult or time consuming than expected; (vii) 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; (viii) a downgrade of the credit rating of the Company's indebtedness, which could give rise to an obligation to redeem existing indebtedness; (ix)
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unexpected costs, charges or expenses resulting from the Transaction; (x) the inability to retain key personnel; (xi) disruption from the announcement, pendency and/or completion of the Transaction, 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; and (xii) the risk that, following the Transaction, the combined company may not be able to effectively manage its expanded operations.
Additional factors that may cause actual results to differ materially from
projections, estimates, or other forward-looking statements include, but are not
limited to, the following: (i) the Company's progress on top priorities such as
integrating care management, advocating for the Company's members, building
advanced relationships with providers and government partners, ensuring a
competitive cost position, and delivering prudent, profitable growth, (ii) the
Company's ability to effectively identify, estimate and manage growth, (iii) the
ability to achieve accretion to the Company's earnings, revenues or other
benefits expected, (iv) disruption to business relationships, operating results,
and business generally of the Company, (v) potential reductions in Medicaid and
Medicare revenue, (vi) the Company's ability to estimate and manage medical
benefits expense effectively, including through its vendors, (vii) the Company's
ability to negotiate actuarially sound rates, especially in new programs with
limited experience, (viii) the Company's ability to improve healthcare quality
and access, (ix) the appropriation and payment by state governments of Medicaid
premiums receivable, (x) the outcome of any protests and litigation related to
Medicaid awards, (xi) the approval of Medicaid contracts by the
This list of important factors is not intended to be exhaustive. the Company
discusses certain of these matters more fully, as well as certain other factors
that may affect its business operations, financial condition and results of
operations, in its filings with the
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