FILED BY EXPRESS SCRIPTS HOLDING COMPANY
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE
14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: EXPRESS SCRIPTS HOLDING COMPANY / CIGNA CORPORATION
COMMISSION FILE NO.
001-35490
Express Scripts Holding Company distributed the following content to its sales and account management team for external communication.
Client Contact Center Talking Points: Cigna to Acquire Express Scripts
Cigna announced it plans to acquire Express Scripts. It is subject to regulatory approval and is expected to be completed in in late 2018.
The transaction will not affect the way we currently serve patients. Please use the following information to answer questions you might receive from patients
as this news is reported in the media.
PATIENT FAQs:
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Will this acquisition change the way I receive my medication?
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No. There will be
no change in the way you get your medication.
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Will my benefits change?
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No. Your benefits will continue without interruption.
No. You will continue to receive the same services from Express
Scripts, with the same attention to quality patient care.
©
2018 Express Scripts Holding Company. All Rights Reserved.
FORWARD LOOKING STATEMENTS
Cautionary Notes on 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, as they relate to Express Scripts Holding
Company (Express Scripts) or Cigna Corporation (Cigna), 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 and Cigna 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 and Cigna 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 and Cigna;
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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 and Cigna.
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2018 Express Scripts. All Rights Reserved.
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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 and Cigna 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, [Holdco] (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 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 preliminary proxy statement
for its 2018 Annual Meeting, which was filed with the SEC on March 2, 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 proxy statement for its 2017 Annual Meeting,
which was filed with the SEC on March 17, 2017. 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.
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^
2018 Express Scripts Holding Company. All Rights Reserved.
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2
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* * *
FORWARD LOOKING STATEMENTS
Cautionary Notes
on 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:
|
|
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;
|
|
|
a longer than anticipated time necessary to consummate the proposed merger;
|
|
|
problems regarding the successful integration of the businesses of Express Scripts Holding Company and Cigna Corporation;
|
|
|
unexpected costs regarding the proposed merger;
|
|
|
diversion of managements attention from ongoing business operations and opportunities;
|
|
|
potential litigation associated with the proposed merger;
|
|
|
the ability to retain key personnel;
|
|
|
the availability of financing;
|
|
|
effects on the businesses as a result of uncertainty surrounding the proposed merger; and
|
|
|
the industry may be subject to future risks that are described in SEC reports filed by Express Scripts Holding Company and Cigna Corporation.
|
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, including the preliminary joint proxy statement / prospectus
contained in the Form
S-4
of Halfmoon Parent, Inc. (Holdco), which was filed with the SEC on May 16, 2018, 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, on May 16, 2018, Holdco has filed a registration statement on Form
S-4
that included a joint proxy statement of Cigna Corporation and Express Scripts Holding Company that also constitutes a
prospectus of Holdco. These materials have not yet been declared effective, are not yet final and may be amended. 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 PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE), CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the preliminary materials filed on May 16, 2018, the definitive version of the joint proxy statement/prospectus (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, its
definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 16, 2018, and the preliminary joint proxy statement / prospectus contained in the Form
S-4,
which was filed by
Holdco with the SEC on May 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, its definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 29, 2018, and the preliminary joint proxy statement / prospectus contained in the
Form
S-4,
which was filed by Holdco with the SEC on May 16, 2018. You may obtain free copies of these documents 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.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint
proxy statement / prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction if and when they become available. Investors should read the preliminary joint proxy statement / prospectus,
and the definitive version thereof (when it becomes available), carefully and in its entirety 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.
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