As previously announced, on March 8, 2018, Cigna Corporation (Cigna),
Express Scripts Holding Company (Express Scripts) and certain of Cignas affiliates entered into a definitive agreement whereby Cigna will acquire Express Scripts. Completion of the transaction is subject to the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) and the satisfaction or waiver of certain other closing conditions.
Cigna and Express Scripts filed notification and report forms in connection with the transaction with the U.S. Department of Justice (the DOJ) and
the U.S. Federal Trade Commission pursuant to the HSR Act on March 22, 2018. On April 23, 2018, Cigna and Express Scripts each received a request for additional information and documentary material (the Second Request) from the
DOJ in connection with the DOJs review of the transaction.
The effect of the Second Request is to extend the waiting period imposed by the HSR Act
until 30 days after Cigna and Express Scripts have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. Both companies look forward to continuing to work
cooperatively with the DOJ to discuss the many benefits of the transaction, and expect to secure regulatory approval.
The anticipated issuance of a
Second Request was taken into account by the parties in the previously communicated transaction timing. Both companies continue to expect the transaction to close by December 31, 2018, subject to the satisfaction or waiver of all closing
conditions, including approval of the transaction by the stockholders of each of Cigna and Express Scripts.
FORWARD LOOKING STATEMENTS
Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and
Exchange Commission (the SEC) and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking statements include, among other things, statements of plans, objectives, expectations
(financial or otherwise) or intentions.
Forward-looking statements, including as they relate to Express Scripts Holding Company or Cigna Corporation, the
management of either such company or the transaction, involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Express Scripts Holding Company and Cigna Corporation
do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could
cause actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following:
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the inability of Express Scripts Holding Company and Cigna Corporation to obtain stockholder or regulatory approvals required for the merger or the requirement to accept conditions that could reduce the anticipated
benefits of the merger as a condition to obtaining regulatory approvals;
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a longer than anticipated time necessary to consummate the proposed merger;
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problems regarding the successful integration of the businesses of Express Scripts Holding Company and Cigna Corporation;
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unexpected costs regarding the proposed merger;
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diversion of managements attention from ongoing business operations and opportunities;
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potential litigation associated with the proposed merger;
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the ability to retain key personnel;
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the availability of financing;
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effects on the businesses as a result of uncertainty surrounding the proposed merger; and
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the industry may be subject to future risks that are described in SEC reports filed by Express Scripts Holding Company and Cigna Corporation.
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You should carefully consider these and other relevant factors, including those risk factors in this
communication and other risks and uncertainties that affect the businesses of Express Scripts Holding Company and Cigna Corporation described in their respective filings with the SEC, when reviewing any forward-looking statement. These factors are
noted for investors as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either foregoing lists, or
the risks identified in SEC filings, to be a complete discussion of all potential risks or uncertainties.
IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection
with the proposed transaction, Halfmoon Parent, Inc. (Holdco) intends to file with the SEC a registration statement on Form
S-4
that will include a joint proxy statement of Cigna Corporation and
Express Scripts Holding Company that also constitutes a prospectus of Holdco. Cigna Corporation and Express Scripts Holding Company also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free
copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Holdco, Cigna Corporation and Express Scripts Holding Company with the SEC at the SECs website at www.sec.gov. Copies of
documents filed with the SEC by Cigna Corporation will be available free of charge on Cigna Corporations website at www.cigna.com or by contacting Cigna Corporations Investor Relations Department at (215)
761-4198.
Copies of documents filed with the SEC by Express Scripts Holding Company will be available free of charge on Express Scripts Holding Companys website at www.express-scripts.com or by
contacting Express Scripts Holding Companys Investor Relations Department at (314)
810-3115.
PARTICIPANTS IN THE SOLICITATION
Cigna
Corporation (and, in some instances, Holdco) and Express Scripts Holding Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the
rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of directors and executive officers of Cigna Corporation (and, in some instances, Holdco) in Cigna Corporations Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 28, 2018, and its definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 16,
2018. Investors may obtain information regarding the names, affiliations and interests of Express Scripts Holding Companys directors and executive officers in Express Scripts Holding Companys Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 27, 2018, and its definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 29,
2018. You may obtain free copies of these documents at the SECs website at www.sec.gov, at Cigna Corporations website at www.cigna.com or by contacting Cigna Corporations Investor Relations Department at (215)
761-4198.
Copies of documents filed with the SEC by Express Scripts Holding Company will be available free of charge on Express Scripts Holding Companys website at www.express-scripts.com or by contacting
Express Scripts Holding Companys Investor Relations Department at (314)
810-3115.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction if and when they become available. Investors should read
the joint proxy statement/prospectus carefully and in its entirety when it becomes available before making any voting or investment decisions.
NO OFFER OR SOLICITATION
This communication is
for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.