Delaware
(State or other jurisdiction of incorporation)
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1‑08323
(Commission File Number)
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06‑1059331
(IRS Employer
Identification No.)
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[X]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communication pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e-4(c))
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· |
the inability of Express Scripts and Cigna to obtain 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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· |
the possibility that the anticipated benefits from the merger (including anticipated synergies) cannot be realized in full, or at all or may take longer to realize than expected;
|
· |
a longer time than anticipated to consummate the proposed merger;
|
· |
problems regarding the successful integration of the businesses of Express Scripts and Cigna;
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· |
unexpected costs regarding the proposed merger;
|
· |
diversion of management's attention from ongoing business operations and opportunities;
|
· |
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;
|
· |
effects on the businesses as a result of uncertainty surrounding the proposed merger;
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· |
the ability of the combined company to achieve financial, strategic and operational plans and initiatives;
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· |
the ability of the combined company to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers;
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· |
the impact of modifications to the combined company's operations and processes;
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· |
the ability of the combined company to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions;
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· |
the substantial level of government regulation over the combined company's business and the potential effects of new laws or regulations or changes in existing laws or regulations;
|
· |
the outcome of litigation relating to the businesses of Express Scripts and Cigna, regulatory audits, investigations, actions and/or guaranty fund assessments;
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· |
uncertainties surrounding participation in government-sponsored programs such as Medicare;
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· |
the effectiveness and security of the combined company's information technology and other business systems;
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· |
unfavorable industry, economic or political conditions, including foreign currency movements;
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· |
acts of war, terrorism, natural disasters or pandemics; 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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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Cigna Corporation
|
||
Date: September 27, 2018
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By:
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/s/ Eric P. Palmer
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Eric P. Palmer
|
||
Executive Vice President and
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|
Press Release
|
|
· |
A commercial business, including employer-sponsored medical coverage
|
· |
A government business, including Medicare offerings to seniors,
|
· |
An international business, including global supplemental benefits and
|
· |
A health services business, including Express Scripts.
|
· |
Lisa Bacus, Chief Marketing Officer
|
· |
Mark Boxer, Chief Information Officer
|
· |
Brian Evanko, President, U.S. Government Business
|
· |
Nicole Jones, General Counsel
|
· |
Matthew Manders, President, Strategy & Solutions
|
· |
Dr. Steven Miller, Chief Clinical Officer
|
· |
John Murabito, Chief Human Resources Officer
|
· |
Eric Palmer, Chief Financial Officer
|
· |
Jason Sadler, President, International Markets
|
· |
Michael Triplett, President, U.S. Commercial Business
|
· |
the inability of Express Scripts and Cigna to obtain 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;
|
· |
the possibility that the anticipated benefits from the merger (including anticipated synergies) cannot be realized in full, or at all or may take longer to realize than expected;
|
· |
a longer time than anticipated to consummate the proposed merger;
|
· |
problems regarding the successful integration of the businesses of Express Scripts and Cigna;
|
· |
unexpected costs regarding the proposed merger;
|
· |
diversion of management's 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;
|
· |
the ability of the combined company to achieve financial, strategic and operational plans and initiatives;
|
· |
the ability of the combined company to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers;
|
· |
the impact of modifications to the combined company's operations and processes;
|
· |
the ability of the combined company to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions;
|
· |
the substantial level of government regulation over the combined company's business and the potential effects of new laws or regulations or changes in existing laws or regulations;
|
· |
the outcome of litigation relating to the businesses of Express Scripts and Cigna, regulatory audits, investigations, actions and/or guaranty fund assessments;
|
· |
uncertainties surrounding participation in government-sponsored programs such as Medicare;
|
· |
the effectiveness and security of the combined company's information technology and other business systems;
|
· |
unfavorable industry, economic or political conditions, including foreign currency movements;
|
· |
acts of war, terrorism, natural disasters or pandemics; and
|
· |
the industry may be subject to future risks that are described in SEC reports filed by Express Scripts and Cigna.
|
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