Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
September 04 2015 - 11:36AM
Edgar (US Regulatory)
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 distributed
via e-mail by Broadridge Financial Solutions to Aetna shareholders:
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 19, 2015
Aetna Inc. Notice of Special Meeting and Joint Proxy Statement/Prospectus
MEETING DATE: October 19, 2015
RECORD DATE: September 16, 2015
CUSIP NUMBER: 00817Y108
CONTROL NUMBER: 0123456789012345
Dear Aetna Shareholder:
The proxy materials for the October 19, 2015 Aetna Inc. Special
Meeting of Shareholders are now available. This e-mail provides the information you need to view these materials online, cast your
vote over the Internet, and (if desired) print a copy of the meeting materials. At the Special Meeting, shareholders will be asked
to approve the issuance of Aetna common shares in connection with the acquisition of Humana Inc. and to approve the adjournment
of the Special Meeting of Shareholders if necessary to solicit additional proxies.
To view the Aetna Inc. Notice of Special Meeting and Joint Proxy
Statement/Prospectus and provide your voting instructions, please visit https://www.proxyvote.com/00123456789012345 and follow
the on-screen instructions. You will be prompted to enter the voting details provided above in this e-mail to access this voting
site. Note that votes submitted through this site must be received by 11:59 pm Eastern Time on October 18, 2015.
If you would like a paper copy of the Joint Proxy Statement/Prospectus
please contact MacKenzie Partners, Inc. toll free at (800) 322-2885.
Any shareholder who wants to attend the Special Meeting must
send a special meeting advance ticket request, including your complete name, address, telephone number and shareholder account
number or social security number, by mail to Office of the Corporate Secretary, 151 Farmington Avenue, RW61, Hartford, CT 06156
or by facsimile to (860) 293-1361.
Your written request for an admission ticket must be received
on or before October 13, 2015.
Remember, your vote counts!
Thank you for using our online voting service.
Please do not send any e-mail to ID@ProxyVote.com. Please REPLY
to this e-mail with any comments or questions about proxyvote.com.
(Include the original text and subject line of this message
for identification purposes.)
Important Information For Investors And Shareholders
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.
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