Following a special shareholder meeting in St. Louis, Centene Corporation (NYSE: CNC) announced that its shareholders voted overwhelmingly to approve the issuance of Centene common stock to shareholders of Health Net, Inc. (NYSE: HNT) in connection with the companies’ pending merger.

The final results indicated that 99% of the shares voting at the special meeting voted in favor of the proposal, representing 85% of all outstanding shares.

Separately, Centene shareholders approved an amendment to the company’s certificate of incorporation to increase the number of authorized shares of Centene common stock from 200 million to 400 million.

At the same time, Health Net announced that its shareholders voted overwhelmingly to approve the transaction with Centene at its own special shareholder meeting.

Under the terms of the agreement, Centene will acquire all of the shares of Health Net in a cash and stock transaction valued at roughly $6.8 billion (based on Centene’s closing stock price on July 1) including the assumption of approximately $500 million of debt. On the other side, Health Net shareholders will receive 0.622 shares of Centene common stock and $28.25 in cash for each share of Health Net common stock. Upon completion of the transaction, Centene shareholders will own about 71% of the combined entity, with Health Net shareholders owning the other 29%.

Michael F. Neidorff, Chairman, President and CEO of Centene, said:

We appreciate the mandate of our investors and their overwhelming support of the merger of Centene and Health Net, which we believe will benefit shareholders, members, providers and key stakeholders of both companies.  The addition of Health Net’s business will provide us with critical mass, increase our capabilities and broaden the diversity of our offerings and geographic reach.  Through our integration planning efforts, we have even greater enthusiasm about this transaction and our ability to drive long-term and sustainable growth as one company.  We look forward to working with Health Net to complete this transaction.

Shares of Centene were recently trading up 2.4 at $56.85, with a consensus analyst price target of $83.13 and a 52-week trading range of $39.19 to $83.00.

Health Net shares were last trading up 1.9% at $62.39, with a consensus analyst price target of $71.64 and a 52-week trading range of $44.57 to $76.67.

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