Molina Healthcare to Acquire ConnectiCare
23 Juillet 2024 - 3:00PM
Business Wire
Transaction expands Molina’s Government managed
care presence into Connecticut and is expected to add $1.00 per
share to new store embedded earnings1
Molina Healthcare, Inc. (NYSE: MOH) (“Molina” or the “Company”)
announced today that it has entered into a definitive agreement to
acquire ConnectiCare Holding Company, Inc. (“ConnectiCare”), a
wholly owned subsidiary of EmblemHealth, Inc. The purchase price
for the transaction is $350 million, representing 25% of expected
2024 premium revenue of $1.4 billion.
ConnectiCare is a leading health plan in the state of
Connecticut serving approximately 140,000 members across
Marketplace, Medicare, and certain commercial products as of June
30, 2024. The acquisition represents a strong strategic fit for
Molina, adding an established government business, recognized
brand, and a statewide provider network. The acquisition is
expected to add $1.00 per share to new store embedded earnings.
“The addition of ConnectiCare to Molina brings a well-rounded
government sponsored healthcare plan, and a new state, to our
portfolio,” said Joe Zubretsky, President and CEO of Molina.
“Today’s announcement demonstrates the continuing success of our
strategy of acquiring stable revenue streams, deploying capital
efficiently, and delivering value through the application of the
standard Molina playbook.”
Molina intends to fund the purchase with cash on hand. The
transaction is subject to the receipt of applicable federal and
state regulatory approvals, and the satisfaction of other customary
closing conditions. It is expected to close in the first half of
2025.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed
healthcare services under the Medicaid and Medicare programs and
through the state insurance marketplaces. For more information
about Molina Healthcare, please visit MolinaHealthcare.com.
1 See Reconciliation notes below.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995.
This press release contains forward-looking statements regarding
our intended acquisition of ConnectiCare Holding Company, Inc.
(“ConnectiCare”), including the expected timing of the closing of
the acquisition, ConnectiCare’s expected 2024 premium revenues, and
our expected new store embedded earnings. In some cases, you can
identify forward-looking statements by words such as “guidance”,
“future”, “anticipates”, “believes”, “embedded”, “estimates”,
“expects”, “growth”, “intends”, “plans”, “predicts”, “projects”,
“will”, “would”, “could”, “can”, “may” or the negative of these
terms or other similar expressions. All forward-looking statements
are based on current expectations that are subject to numerous risk
factors that could cause actual results to differ materially. Such
risk factors include, without limitation, risks that the
transaction may not close on a timely basis or at all, that we may
be unable to obtain regulatory approvals and third-party consents
or to satisfy all closing conditions, that we may be unable to
integrate the acquisition as currently expected without
unreasonable delay or cost, or to fully realize embedded earnings
at the level expected. Additional risk factors to which the Company
is subject are provided in our periodic reports and filings with
the Securities and Exchange Commission, including the Company’s
most recent Annual Report on Form 10-K. These reports can be
accessed under the investor relations tab of the Company’s website
or on the SEC’s website at sec.gov. Given these risks and
uncertainties, the Company cannot give assurances that its
forward-looking statements will prove to be accurate. All
forward-looking statements represent the Company’s judgment as of
the date hereof, and, except as otherwise required by law, the
Company disclaims any obligation to update any forward-looking
statement to conform the statement to actual results or changes in
its expectations.
Non-GAAP Financial Measures
The Company includes in this release the financial measure, “new
store embedded earnings,” which is a non-GAAP measure. The term is
defined as the incremental diluted earnings per share impact that
we expect to achieve in future years related to newly awarded but
not yet commenced state Medicaid contracts, and recently closed and
announced acquisitions. The incremental impact reflects the
expected full-year earnings for the newly-awarded California, Iowa,
Nebraska, New Mexico, and Texas Medicaid contracts, and the
Agewell, MyChoice Wisconsin, and California Medicare Health Plans
acquisitions, not yet included in the current full-year guidance
issued by the Company. This measure excludes amortization of
intangible assets and non-recurring costs associated with
acquisitions, including various transaction and integration costs.
The Company and management believe this measure is useful to
investors in assessing the Company’s expected performance related
to new Medicaid contracts and acquisitions, and is used internally
to enable management to assess the Company’s performance
consistently over time. New store embedded earnings should be
considered as a supplement to, and not as a substitute for or
superior to, GAAP measures. Management is unable to reconcile this
measure to the growth in GAAP earnings per share, the most directly
comparable GAAP measure, without unreasonable effort due to the
unknown impact from the amortization of intangible assets related
to recently announced acquisitions, which cannot be determined
until purchase accounting valuations are completed. Non-recurring
costs associated with the recently announced acquisitions are
estimated at approximately $15 million.
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version on businesswire.com: https://www.businesswire.com/news/home/20240722169986/en/
Investor Contact: Jeff Geyer,
Jeffrey.Geyer@molinahealthcare.com, 305-317-3012 Media
Contact: Caroline Zubieta,
Caroline.Zubieta@molinahealthcare.com, 562-951-1588
Molina Healthcare (NYSE:MOH)
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