HNT Health Net Inc.

On March 24, 2016, pursuant to the terms of the Merger Agreement, Centene completed the acquisition of the Company through the Mergers. At the effective time of the First Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share (the “ Common Stock ”), of the Company (excluding shares held by the Company in treasury, any shares held, directly or indirectly, by Centene, by Merger Sub I or by Merger Sub II and any shares that were outstanding immediately prior to the Effective Time held by any person who was entitled to demand and has properly demanded appraisal of such shares pursuant to, and who has otherwise complied in all respects with, Section 262 of the Delaware General Corporations Law), was cancelled and automatically converted into the right to receive the merger consideration (the “ Merger Consideration ”), consisting of $28.25 in cash and 0.622 of one share of Centene’s common stock. No fractional shares of Centene common stock were issued in connection with the Mergers, and cash was paid in lieu thereof.

Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each outstanding stock option to purchase shares of Common Stock was cancelled and converted into a right to receive cash and shares of Centene’s common stock (net of the option exercise price), (ii) each of the Company’s vested performance share awards and vested restricted stock units was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Common Stock subject to such awards and units and (iii) each unvested performance share award and restricted stock unit of the Company was converted into an award payable in Centene’s common stock and otherwise subject to the same terms and conditions, provided that any outstanding performance criteria was deemed satisfied at target.

As a result of the consummation of the First Merger, stockholders of the Company (including holders of certain Company equity awards as described above) will receive in the aggregate approximately 49 million shares of Centene common stock and approximately $2.2 billion in cash. The issuance of Centene common stock in connection with the First Merger, as described above, was registered under the Securities Act of 1933, as amended, pursuant to Centene’s registration statement on Form S-4 (File No. 333-206463), as amended, initially filed with the Securities and Exchange Commission (the “ SEC ”) on August 19, 2015 and declared effective on September 21, 2015.

Immediately after the consummation of the First Merger, the Second Merger was consummated and the First Surviving Corporation was merged with and into the Ultimate Surviving Corporation, with the Ultimate Surviving Corporation continuing as the surviving company.

Based upon the final mix of cash and stock in the Merger Consideration described above and the trading price of the Common Stock on the last full trading day prior to the closing date of the Mergers, the Company and Centene will report the Mergers as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2015, and the terms of which are incorporated herein by reference.