Centene Corp. (NYSE: CNC) announced Monday that it has reached a definitive agreement to acquire Magellan Health Inc. (NASDAQ: MGLN) for $95 a share in cash. The deal puts an enterprise value of $2.2 billion on Magellan, including some $637 million in total debt as of the end of the third quarter.
At Friday’s closing price of $82.84, Centene is paying a premium of more than 15% per share for Magellan. Activist investment firm Starboard Value owns approximately 9.4% of Magellan’s stock and has agreed to vote its shares in favor of the merger. Centene plans to fund the cash portion of the transaction with debt, including committed bridge financing of $2.381 billion from JPMorgan. The two companies expect the deal to close in the second half of this year.
According to the announcement, the acquisition will “broaden and deepen Centene’s whole health capabilities and establish a leading behavioral health platform.” The company expects to establish a behavioral health platform comprising 41 million members “with enhanced capabilities to deliver better health outcomes for complex, high-cost populations.” The acquisition also adds some 5.5 million new enrollees in Centene’s government-sponsored health care plans, along with 2 million pharmacy benefits management members and 16 million medial pharmacy members.
Centene CEO Michael Neidorff commented: “There is a critical need for a fundamentally better approach to supporting people with complex, chronic conditions through better integration of physical and mental health care. This has become even more evident in light of the pandemic which has driven a dramatic rise in behavioral health needs.”
The announcement also notes that more than 40% of Americans reportedly are struggling with mental or behavioral health issues related to the COVID-19 pandemic. Magellan’s behavioral health capabilities also target the 5% of the U.S. population that consumes 50% of health care spending.
Magellan’s shares traded up more than 12% Monday morning to a 52-week high of $93.10. The 52-week low is $30.60.
Centene’s stock traded up about 1.5% to $61.00, in a 52-week range of $43.96 to $74.70. The price target on the stock is $81.15. Centene’s market cap at Thursday’s closing price was $34.8 billion.
Neither Magellan nor Centene pays a dividend.