Cigna Comments on District Court Decision to Enjoin the Proposed Transaction with Anthem
February 08 2017 - 11:06PM
Business Wire
On February 8, 2017, the U.S. District Court for the District of
Columbia issued an order enjoining the proposed merger between
Cigna Corporation (NYSE:CI) and Anthem, Inc.
(NYSE:ANTM). Cigna intends to carefully review the opinion and
evaluate its options in accordance with the merger agreement. Cigna
remains focused on helping to improve health care by delivering
value to our customers and clients and expanding our business
around the world.
About Cigna
Cigna Corporation (NYSE:CI) is a global health service company
dedicated to helping people improve their health, well-being and
sense of security. All products and services are provided
exclusively by or through operating subsidiaries of Cigna
Corporation, including Connecticut General Life Insurance Company,
Cigna Health and Life Insurance Company, Life Insurance Company of
North America and Cigna Life Insurance Company of New York. Such
products and services include an integrated suite of health
services, such as medical, dental, behavioral health, pharmacy,
vision, supplemental benefits, and other related products including
group life, accident and disability insurance. Cigna maintains
sales capability in 30 countries and jurisdictions, and has more
than 90 million customer relationships throughout the world. To
learn more about Cigna®, including links to follow us on Facebook
or Twitter, visit www.cigna.com.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
NO OFFER OR SOLICITATION
This communication is neither an offer to buy, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Anthem has filed
with the U.S. Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4, including Amendment No. 1
thereto, containing a preliminary joint proxy statement of Anthem
and Cigna that also constitutes a preliminary prospectus of Anthem.
The registration statement was declared effective by the SEC on
October 26, 2015. Each of Anthem and Cigna commenced mailing a
definitive joint proxy statement/prospectus to its shareholders on
or about October 28, 2015. This communication is not a substitute
for the registration statement, definitive joint proxy
statement/prospectus or any other document that Anthem and/or Cigna
have filed or may file with the SEC in connection with the proposed
transaction. SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE
REGISTRATION STATEMENT ON FORM S-4 AND THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, CAREFULLY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. The registration statement, the
definitive joint proxy statement/prospectus and other relevant
materials and any other documents filed or furnished by Cigna or
Anthem with the SEC may be obtained free of charge at the SEC's web
site at www.sec.gov. In addition, security holders may obtain free
copies of the registration statement and the definitive joint proxy
statement/prospectus from Cigna by going to its investor relations
page on its corporate web site at www.cigna.com or by contacting
Cigna's investor relations department at 215-761-4198 and from
Anthem by going to its investor relations page on its corporate web
site at www.antheminc.com or by contacting Anthem's investor
relations department at 317-488-6181.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Statements in this document regarding the merger agreement and
the transactions related thereto, future growth, business strategy,
strategic or operational initiatives, and any other statements
about the Company’s future expectations, beliefs, goals, plans or
prospects constitute forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. You may
identify forward-looking statements by the use of words such as
“believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,”
“predict,” “potential,” “may,” “should,” “will” or other words or
expressions of similar meaning, although not all forward-looking
statements contain such terms.
There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward looking statements, including: ongoing litigation with
respect to the ruling, including any action by Anthem to appeal the
ruling; potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement of the ruling; competitive responses to the ruling;
the inability to retain key personnel; the timing and likelihood of
completion of the proposed merger, including the timing, receipt
and terms and conditions of any required governmental and
regulatory approvals for the proposed merger that could reduce
anticipated benefits or cause the parties to abandon the
transaction; the possibility that the proposed merger does not
close, including due to the failure to satisfy the closing
conditions; the risk that unexpected costs will be incurred; our
ability to achieve our financial, strategic and operational plans
or initiatives; our ability 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 our operations and processes, including those
in our disability business; our ability to identify potential
strategic acquisitions or transactions and realize the expected
benefits of such transactions; the substantial level of government
regulation over our business and the potential effects of new laws
or regulations, or changes in existing laws or regulations; the
outcome of litigation, regulatory audits, including the CMS review
and sanctions, investigations and actions and/or guaranty fund
assessments; uncertainties surrounding participation in
government-sponsored programs such as Medicare; the effectiveness
and security of our information technology and other business
systems; and unfavorable industry, economic or political
conditions, including foreign currency movements; any changes in
general economic and/or industry specific conditions, as well as
more specific risks and uncertainties. Such other risks and
uncertainties are discussed in our most recent report on Form 10-K
and subsequent reports on Forms 10-Q and 8-K available on the
Investor Relations section of www.cigna.com as well as on Anthem's
most recent report on Form 10-K and subsequent reports on Forms
10-Q and 8-K available on the Investor Relations section of
www.antheminc.com. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made, are not guarantees of future performance or results, and
are subject to risks, uncertainties and assumptions that are
difficult to predict or quantify. Cigna undertakes no obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as may be
required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170208006391/en/
Cigna CorporationJon Sandberg,
860-226-7253Jon.Sandberg@Cigna.com
Cigna (NYSE:CI)
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