Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 01 2018 - 5:07PM
Edgar (US Regulatory)
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 Voice Mail Scripts: Cigna to Acquire Express Scripts
Health Plan Clients
|
|
|
Hi (NAME), its (NAME) at Express Scripts. You may have seen the news this morning about the proposed acquisition of Express Scripts by Cigna. The combination of these two companies brings unique strengths in their
respective markets and we believe the combination will give us a better opportunity to do even more for you, your clients, and your members to make healthcare simpler. Nothing changes in the work we do for you every day, and were committed to
keeping you updated as we get more information.
|
(if appropriate) Ill get some time on your calendar to talk directly
and look forward to visiting you soon. Thanks.
CD/BA/Coalition/Federal/Anthem
|
|
|
Hi (NAME), its (NAME) at Express Scripts. You may have seen the news this morning about the proposed acquisition of Express Scripts by Cigna. The combination of these two companies brings unique strengths in their
respective markets and we believe the combination will give us a better opportunity to do even more for you and your members to make healthcare simpler. Nothing changes in the work we do for you every day, and were committed to keeping you
updated as we get more information. Please feel free to call me if you have questions or would like to discuss further. Thanks.
|
©
2018 Express Scripts. 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, 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.
Express Scripts Holding Company (delisted) (NASDAQ:ESRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Express Scripts Holding Company (delisted) (NASDAQ:ESRX)
Historical Stock Chart
From Jul 2023 to Jul 2024