Filed by Aetna Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: Humana
Inc.
Commission File No. for Registration Statement on
Form S-4 filed by Aetna Inc.: 333-206289
The following
communication was made available on Aetna’s external website:
Both Aetna and
Humana are committed to strengthening the relationship between people and their doctors, giving them more healthy days at a lower
cost. Learn how Aetna and doctors are working together to help patients get the best care possible, in the most convenient way.
[Link to: https://youtu.be/OTfzIIYpgNY] (Important info for investors here: [Link to: https://news.aetna.com/news-releases/important-information-regarding-aetnas-proposed-acquisition-of-humana/])
The transcript of the YouTube
video linked to above is as follows:
Improving Access
Improving access with accountable care
|
1. |
|
Groves/Banner |
2. |
What do the patients need? How do we make it convenient for them?
Ultimately, that’s who we’re serving and that’s what this new model does. It puts the patient front and center.
|
Denver/Jeffers
Longer hours
|
3. |
Access is terribly important. Our clinics are open usually,
many of them for twelve hours a day.
|
Wellspan/McGann |
4. |
We're scheduling hours around what's important to the patient.
|
Denver/Cohen |
5. |
We really can meet patients where they most
need their care, hopefully at a time that’s most convenient for them.
|
Denver/Kary |
6. |
Also access in the sense of, through case managers
or thru our medical assistants. There are now probably more than ever, a variety of ways for patients to access their physicians.
|
Fullerton/Baylor
Beyond an office visit
|
7. |
Access doesn’t have to be an appointment. It could
be an eVisit. It could be a phone call. It could be an app.
|
Seattle/David |
8. |
We hope to be able to spend more time on the phone, Skyping patients.
|
Wellspan/Salter
Secure patient portal
|
9. |
Patients can access our portal, which is a source of information
and a way to do a number of different things to improve their healthcare experience. For example, they can check lab and radiology
results online.
|
Wellspan/Jones |
10. |
Our portal allows our patients to send in secure
messages to the practice.
|
Denver/Jeffers |
11. |
Shoot me an email about what your blood pressure range has been, and what potential side effects you’re having, and I might make a change without seeing you. |
ACN/Ellert |
12. |
That allows patients to stay where they want to be either in
their home, at work or you know on vacation with their family. Those things are important to patients, those things are important
to us.
|
QPIC/Clark |
13. |
Not everyone wants to do, go on an app or use their smartphone.
An older patient may want to be contacted by a nurse or contacted by the team.
|
Memphis/Sullivant
Breaking down barriers
|
14. |
We are breaking down, hopefully, barriers to
accessing care, so that the patients and families that we do take care of feel that we are serving them well.
|
Fullerton/Baylor |
15. |
Having access to your data, having access to better hours to
fit your schedule and having access to care that doesn’t have to be an appointment are all parts of access that we hope to
address in this new model.
|
Seattle/Gifford |
16. |
Our model of care is now designed to really for peoples’
whole experience, to really make it easier to patients to access care. So lean into it a bit, let us care for you.
|
Important Information For
Investors And Stockholders
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection
with the proposed transaction between Aetna Inc. (“Aetna”) and Humana Inc. (“Humana”), Aetna
has filed with the Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-4, including Amendment No. 1 thereto, containing
a joint proxy statement of Aetna and Humana that also constitutes a prospectus of Aetna. The registration statement was declared
effective by the SEC on August 28, 2015, and Aetna and Humana commenced mailing the definitive joint proxy statement/prospectus
to shareholders of Aetna and stockholders of Humana on or about September 1, 2015. INVESTORS AND SECURITY HOLDERS OF AETNA AND
HUMANA ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and other documents
filed with the SEC by Aetna or Humana through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Aetna are available free of charge on Aetna’s internet website at http://www.Aetna.com
or by contacting Aetna’s Investor Relations Department at 860-273-2402. Copies of the documents filed with
the SEC by Humana are available free of charge on Humana’s internet website at http://www.Humana.com
or by contacting Humana’s Investor Relations Department at 502-580-3622.
Aetna, Humana, their respective
directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the directors and executive officers of Humana is set forth
in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 18, 2015, its
proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March 6, 2015, and its Current Report
on Form 8-K, which was filed with the SEC on April 17, 2015. Information about the directors and executive officers of Aetna
is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014 (“Aetna’s Annual Report”),
which was filed with the SEC on February 27, 2015, its proxy statement for its 2015 annual meeting of shareholders, which was
filed with the SEC on April 3, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on May 19, 2015, May 26,
2015 and July 2, 2015. Other information regarding the participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, are contained in the definitive joint proxy statement/prospectus
of Aetna and Humana filed with the SEC and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. You can generally identify forward-looking statements by the use of forward-looking terminology
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “explore,” “evaluate,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,”
or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-
looking statements are only predictions
and involve known and unknown risks and uncertainties, many of which are beyond Aetna’s and Humana’s control.
Statements in this communication
regarding Aetna that are forward-looking, including Aetna’s projections as to the anticipated benefits of the pending transaction
to Aetna, the impact of the pending transaction on Aetna’s businesses, the synergies from the pending transaction, and the
closing date for the pending transaction, are based on management’s estimates, assumptions and projections, and are subject
to significant uncertainties and other factors, many of which are beyond Aetna’s control. In particular, projected financial
information for the combined businesses of Aetna and Humana is based on management’s estimates, assumptions and projections
and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial
information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information
should be considered in isolation from, or as a substitute for, the historical financial statements of Aetna or Humana. Important
risk factors could cause actual future results and other future events to differ materially from those currently estimated by
management, including, but not limited to: the timing to consummate the proposed acquisition; the risk that a condition to closing
of the proposed acquisition may not be satisfied; the risk that a regulatory approval that may be required for the proposed acquisition
is delayed, is not obtained or is obtained subject to conditions that are not anticipated; Aetna’s ability to achieve the
synergies and value creation contemplated by the proposed acquisition; Aetna’s ability to promptly and effectively integrate
Humana’s businesses; the diversion of management time on acquisition-related issues; unanticipated increases in medical
costs (including increased intensity or medical utilization as a result of flu or otherwise; changes in membership mix to higher
cost or lower-premium products or membership-adverse selection; medical cost increases resulting from unfavorable changes in contracting
or re-contracting with providers (including as a result of provider consolidation and/or integration); and increased pharmacy
costs (including in Aetna’s health insurance exchange products)); the profitability of Aetna’s public health insurance
exchange products, where membership is higher than Aetna projected and may have more adverse health status and/or higher medical
benefit utilization than Aetna projected; uncertainty related to Aetna’s accruals for health care reform's reinsurance,
risk adjustment and risk corridor programs (“3R’s”); the implementation of health care reform legislation, including
collection of health care reform fees, assessments and taxes through increased premiums; adverse legislative, regulatory and/or
judicial changes to or interpretations of existing health care reform legislation and/or regulations (including those relating
to minimum MLR rebates); the implementation of health insurance exchanges; Aetna’s ability to offset Medicare Advantage
and PDP rate pressures; and changes in Aetna’s future cash requirements, capital requirements, results of operations, financial
condition and/or cash flows. Health care reform will continue to significantly impact Aetna’s business operations and financial
results, including Aetna’s pricing and medical benefit ratios. Key components of the legislation will continue to be phased
in through 2018, and Aetna will be required to dedicate material resources and incur material expenses during 2015 to implement
health care reform. Certain significant parts of the legislation,
including aspects of public health
insurance exchanges, Medicaid expansion, reinsurance, risk corridor and risk adjustment and the implementation of Medicare Advantage
and Part D minimum medical loss ratios (“MLRs”), require further guidance and clarification at the federal level and/or
in the form of regulations and actions by state legislatures to implement the law. In addition, pending efforts in the U.S. Congress
to amend or restrict funding for various aspects of health care reform, and litigation challenging aspects of the law continue
to create additional uncertainty about the ultimate impact of health care reform. As a result, many of the impacts of health care
reform will not be known for the next several years. Other important risk factors include: adverse changes in health care reform
and/or other federal or state government policies or regulations as a result of health care reform or otherwise (including legislative,
judicial or regulatory measures that would affect Aetna’s business model, restrict funding for or amend various aspects
of health care reform, limit Aetna’s ability to price for the risk it assumes and/or reflect reasonable costs or profits
in its pricing, such as mandated minimum medical benefit ratios, or eliminate or reduce ERISA pre-emption of state laws (increasing
Aetna’s potential litigation exposure)); adverse and less predictable economic conditions in the U.S. and abroad (including
unanticipated levels of, or increases in the rate of, unemployment); reputational or financial issues arising from Aetna’s
social media activities, data security breaches, other cybersecurity risks or other causes; Aetna’s ability to diversify
Aetna’s sources of revenue and earnings (including by creating a consumer business and expanding Aetna’s foreign operations),
transform Aetna’s business model, develop new products and optimize Aetna’s business platforms; the success of Aetna’s
Healthagen® (including Accountable Care Solutions and health information technology) initiatives; adverse changes in size,
product or geographic mix or medical cost experience of membership; managing executive succession and key talent retention, recruitment
and development; failure to achieve and/or delays in achieving desired rate increases and/or profitable membership growth due
to regulatory review or other regulatory restrictions, the difficult economy and/or significant competition, especially in key
geographic areas where membership is concentrated, including successful protests of business awarded to Aetna; failure to adequately
implement health care reform; the outcome of various litigation and regulatory matters, including audits, challenges to Aetna’s
minimum MLR rebate methodology and/or reports, guaranty fund assessments, intellectual property litigation and litigation concerning,
and ongoing reviews by various regulatory authorities of, certain of Aetna’s payment practices with respect to out-of-network
providers and/or life insurance policies; Aetna’s ability to integrate, simplify, and enhance Aetna’s existing products,
processes and information technology systems and platforms to keep pace with changing customer and regulatory needs; Aetna’s
ability to successfully integrate Aetna’s businesses (including Humana, Coventry, bswift LLC and other businesses Aetna
may acquire in the future) and implement multiple strategic and operational initiatives simultaneously; Aetna’s ability
to manage health care and other benefit costs; adverse program, pricing, funding or audit actions by federal or state government
payors, including as a result of sequestration and/or curtailment or elimination of the Centers for Medicare & Medicaid Services’
star rating bonus payments; Aetna’s ability to reduce administrative expenses while maintaining targeted levels of service
and operating performance; failure by a service provider to meet its obligations to us; Aetna’s ability to develop and maintain
relationships (including
collaborative risk-sharing agreements)
with providers while taking actions to reduce medical costs and/or expand the services Aetna offers; Aetna’s ability to
demonstrate that Aetna’s products and processes lead to access to quality affordable care by Aetna’s members; Aetna’s
ability to maintain Aetna’s relationships with third-party brokers, consultants and agents who sell Aetna’s products;
increases in medical costs or Group Insurance claims resulting from any epidemics, acts of terrorism or other extreme events;
changes in medical cost estimates due to the necessary extensive judgment that is used in the medical cost estimation process,
the considerable variability inherent in such estimates, and the sensitivity of such estimates to changes in medical claims payment
patterns and changes in medical cost trends; a downgrade in Aetna’s financial ratings; and adverse impacts from any failure
to raise the U.S. Federal government's debt ceiling or any sustained U.S. Federal government shut down. For more discussion of
important risk factors that may materially affect Aetna, please see the risk factors contained in Aetna’s 2014 Annual Report
on Form 10-K (“Aetna’s 2014 Annual Report”) on file with the Securities and Exchange Commission (“SEC”).
You should also read Aetna’s 2014 Annual Report and Aetna’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2015, on file with the SEC, for a discussion of Aetna’s historical results of operations and financial condition.
No assurances can be given that
any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact
they will have on the results of operations, financial condition or cash flows of Aetna or Humana. Neither Aetna nor Humana
assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise,
as of any future date.
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