Centene to Acquire the Managed Vision Business of OptiCare Health Systems; Expands Specialty Services Into Vision Benefit Management

Centene Corporation (NYSE: CNC) announced today that ithas signed a definitive agreement to acquire the managed visionbusiness of OptiCare Health Systems, Inc. through its specialtycompany subsidiary, CenCorp Health Solutions, Inc. The OptiCareManaged Vision division, based in Rocky Mount, North Carolina,contracts with insurers, employer groups, managed care plans, HMOs andother third-party payors to manage claims payment and otheradministrative services of eye health benefits in 15 states andgenerated approximately $25 million in 2005 revenue. The transactionexpands Centene's specialty capability to include vision benefitmanagement as OptiCare's services will be available to Centene'sMedicaid health plans and external customers.

Michael F. Neidorff, Chairman and Chief Executive Officer ofCentene, stated, "This acquisition furthers our goal of building amulti-line healthcare enterprise by enabling us to offer specialtyproduct services that complement and allow the extension of ourexisting offerings. This transaction is consistent with ouracquisition criteria, including our internal rate of returnrequirements, and our methodical approach to growth for 2006 andbeyond."

The purchase price for the transaction is $7.5 million in cash,subject to certain adjustments at closing. The OptiCare Managed Visionbusiness is expected to be neutral to 2006 earnings per share and tobe accretive to Centene earnings per share within the first twelvemonths following the closing date. The transaction is subject toregulatory approvals and is expected to close in the third quarter of2006.

About Centene Corporation

Centene Corporation is a leading multi-line healthcare enterprisethat provides programs and related services to individuals receivingbenefits under Medicaid, including Supplemental Security Income (SSI)and the State Children's Health Insurance Program (SCHIP). The Companyoperates health plans in Indiana, Kansas, Missouri, New Jersey, Ohio,Texas and Wisconsin. In addition, the Company contracts with otherhealthcare organizations to provide specialty services includingbehavioral health, disease management, nurse triage, pharmacy benefitmanagement and treatment compliance. Information regarding Centene isavailable via the Internet at www.centene.com.