Cigna Corporation Announces Termination of Anthem Transaction
May 12 2017 - 3:15PM
Business Wire
- Outlines plans for increased share
repurchase
- Seeks reverse termination fee and
other damages from Anthem
Cigna Corporation (NYSE: CI) announced that the merger agreement
with Anthem has been terminated. Anthem did not appeal the Delaware
Court of Chancery’s decision denying Anthem’s motion for a
preliminary injunction that sought to prevent Cigna from
terminating the merger agreement.
Anthem was required under the merger agreement to lead the
regulatory approval process and to use its reasonable best efforts
to obtain regulatory approval. As Cigna has stated, it believes
that Anthem willfully breached those obligations and as a result
the transaction did not receive the requisite regulatory approvals.
Cigna seeks prompt payment of the $1.85 billion reverse termination
fee and will pursue our claims for additional damages of over $13
billion against Anthem for the harm that it caused Cigna and its
shareholders.
Cigna has a clear path to create value in the marketplace and
looks forward to leading the healthcare industry in engaging
customers and providing support through their diverse life and
health stages while we also deliver sense of security solutions to
our customers around the world. Cigna will continue to invest in
innovative capabilities and drive to further improve affordability
and personalization in part through our value-based care
models.
Cigna plans to immediately increase the open market share
repurchase activity as a result of the termination of the
transaction. Cigna’s Board of Directors had previously authorized
share repurchase of $3.7 billion, and through May 11, 2017, Cigna
has repurchased approximately 2.4 million shares of common stock
for approximately $360 million. Cigna expects to repurchase at
least half of the remaining authorization by December 31, 2017.
The Company looks forward to discussing its strategic growth
plan during an Investor Day to be held on June 21, 2017 in New
York City.
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 95 million customer relationships throughout the world. To
learn more about Cigna®, including links to follow us on Facebook
or Twitter, visit www.cigna.com.
Note regarding share repurchases. The timing and actual
number of shares repurchased will depend on a variety of factors,
including price, general business and market conditions, and
alternate uses of capital. The share repurchase program may be
effected through open market purchases or privately negotiated
transactions in compliance with Rule 10b-18 under the Securities
Exchange Act of 1934, as amended, including through Rule 10b5-1
trading plans. The program may be suspended or discontinued at any
time.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release, and oral statements made with respect to
information contained in this release, may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are based on Cigna's
current expectations and projections about future trends, events
and uncertainties. These statements are not historical facts.
Forward-looking statements may include, among others, statements
regarding the merger agreement and the transactions and litigation
related thereto, future financial or operating performance,
including our ability to deliver personalized and innovative
solutions for our customers and clients and future growth, business
strategy, strategic or operational initiatives; economic,
regulatory or competitive environments, particularly with respect
to the pace and extent of change in these areas; financing or
capital deployment plans and amounts available for future
deployment; our prospects for growth in the coming years; and other
statements regarding Cigna's future beliefs, expectations, plans,
intentions, financial condition or performance. 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.
Forward-looking statements are subject to risks and
uncertainties, both known and unknown, that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. Such risks and uncertainties include,
but are not limited to: uncertainty as to litigation with respect
to the reverse termination fee and/or contract and non-contract
damages for claims filed against Anthem; the risk that a government
entity or court of competent jurisdiction, in any litigation,
arbitration or other forum, finds in any binding or non-binding
decision that Cigna has not complied, in full or in part, with its
obligations under the merger agreement or that Cigna is liable for
any breach, willful or otherwise, of the merger agreement;
uncertainty as to whether and, if so, when Anthem will pay the
reverse termination fee; uncertainty as to litigation with respect
to the suit initiated by Anthem against Cigna, including for
damages with respect to the transactions contemplated in the merger
agreement; competitive responses to the rulings in the federal
antitrust litigation or from the Chancery Court litigation; the
inability to retain key personnel; potential adverse reactions or
changes to business or employee relationships, including those
resulting from the rulings in the federal antitrust litigation or
from the Chancery Court litigation; 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, 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; unfavorable industry, economic or political conditions
including foreign currency movements; acts of war, terrorism,
natural disasters or pandemics; as well as more specific risks and
uncertainties 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. 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/20170512005648/en/
Cigna CorporationWill McDowell,
215-761-4198Investor RelationsorMatt Asensio,
860-226-2599Media Relations
Cigna (NYSE:CI)
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