Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, on the Closing Date, Merger Sub was merged
with and into Magellan Health (the "Merger"), with Magellan Health continuing as
the surviving corporation of the Merger and a wholly owned subsidiary of the
Company. At the effective time of the Merger (the "Effective Time"), each share
of common stock, par value
In addition, at the Effective Time, each outstanding Magellan Health restricted stock award held by a nonemployee Magellan director was converted into the right to receive the Merger Consideration. Further, each outstanding Magellan Health restricted stock award (other than those held by nonemployee directors), time-based restricted stock unit, performance-based restricted stock unit, stock option and phantom cash unit was converted at such time into a corresponding Company award, in each case, that is governed by the same terms and conditions as were applicable to such Magellan Health equity award immediately prior to the Effective Time, with equivalent fair market value determined in accordance with the terms of the Merger Agreement (with Magellan Health performance-based restricted stock units converting at the target level of performance into Company time-based restricted stock units).
The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.01.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, the Company issued a press release announcing the completion of the Merger. A copy of the Company's press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description Number 2.1 Agreement and Plan of Merger, dated as ofJanuary 4, 2021 , by and amongCentene Corporation ,Mayflower Merger Sub, Inc. , and Magellan Health, Inc. (incorporated by reference to Exhibit 2.1 toCentene Corporation's Current Report on Form 8-K datedJanuary 4, 2021 ). 99.1 Press Release ofCentene Corporation , datedJanuary 4, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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