Item 1.02 Termination of a Material Definitive Agreement.
The information contained in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 1.02.
Effective as of the Closing Date, all amounts outstanding under that certain
Credit Agreement, dated as of
Effective as of the Closing Date and contingent upon the consummation of the
Merger, the Company terminated the
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note, which is incorporated herein by reference in this Item 2.01, on the Closing Date the Merger was completed pursuant to the terms and conditions of the Merger Agreement.
At the effective time of the Merger (the "Effective Time"), pursuant to the
Merger Agreement, each share of common stock, par value
In addition, at the Effective Time, each outstanding Company restricted stock award held by a nonemployee Company director was converted into the right to receive the Merger Consideration. Further, each outstanding Company 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 into a corresponding Centene award, in each case, that is governed by the same terms and conditions as were applicable to such Company equity award immediately prior to the Effective Time, with equivalent fair market value determined in accordance with the terms of the Merger Agreement (with Company performance-based restricted stock units converting at the target level of performance into Centene time-based restricted stock units).
The aggregate Merger Consideration was approximately
The description of the Merger and the Merger Agreement set forth above does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Merger Agreement, a copy of which was filed by the Company as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard? Transfer of Listing.
The information contained in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 3.01.
On the Closing Date, the Company notified the NASDAQ Global Select Market (the
"NASDAQ") of the consummation of the Merger and requested that the NASDAQ (i)
suspend trading of the shares of Company Common Stock, which traded under the
symbol "MGLN", on the NASDAQ following the close of trading on the Closing Date,
(ii) withdraw from listing on the NASDAQ the shares of Company Common Stock and
(iii) file with the
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 3.03.
Item 5.01. Changes in Control of Company.
The information contained in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 are incorporated herein by reference in this Item 5.01.
As a result of the consummation of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Centene.
Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
The information contained in the Introductory Note, Item 2.01 and Item 5.01 is incorporated herein by reference in this Item 5.02.
As of the Effective Time, pursuant to the terms of the Merger Agreement,
As of the Effective Time, pursuant to the terms of the Merger Agreement, each of
the Company's officers as of immediately prior to the Effective Time ceased to
be an officer of the Company, and
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, each of
the certificate of incorporation and the bylaws of the
Item 8.01 Other Events.
On the Closing Date, immediately following the Merger, the Company gave notice
of its intention to redeem all of its outstanding
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 4, 2021 , by and among Centene Corporation,Mayflower Merger Sub, Inc. andMagellan Health, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onJanuary 4, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofMagellan Health, Inc. 3.2 Amended and Restated Bylaws ofMagellan Health, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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