Filed by CVS Health Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule
14a-12
Under the Securities Exchange Act of 1934
Subject Company: Aetna Inc.
Commission File No.:
001-16095
Date: December 5, 2017
The following was
made available to employees of CVS Health Corporation:
Leader Resources:
e-Postcard
with links to materials
for use by corporate leaders
Weve prepared this toolkit to help you answer questions you may receive from colleagues about CVS Healths
announcement to acquire Aetna.
HYPERLINKS TO:
Talk Track
Press Release
Memo from President and CEO Larry Merlo
MyLife Article
Frequently Asked Questions
Talk Track
CVS Health has announced it will acquire
Aetna, one of the nations leading health benefits companies.
Aetna has been a partner of ours since 2010, and we provide industry-leading pharmacy
benefit management to their members.
By joining together, we can develop new products and redefine access to higher quality care in lower-cost, local
settings.
Our retail locations and MinuteClinics will serve as community health hubs, with space for wellness, clinical and pharmacy services, vision,
hearing, nutrition, beauty and medical equipment. In many locations, we will provide a new offering dedicated to answering patient and caregiver questions about health conditions, prescription drugs, and insurance coverage. All of these services
will complement and be integrated with the care provided by the patients physician and medical team.
Their mission to build a healthier
world, one person and one community at a time is completely aligned to our Purpose of helping people on their path to better health.
The
transaction is expected to close in the second half of 2018. You can learn more by reading the press release, the memo that President and CEO Larry Merlo issued to colleagues and coverage on MyLife. I also encourage you to attend the special Company
Town Hall that Larry will host on Tuesday December 5
th
.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of
an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction 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 between CVS Health Corporation (CVS Health) and Aetna Inc. (Aetna), CVS Health and Aetna
will file relevant materials with the Securities and Exchange Commission (the SEC), including a CVS Health registration statement on Form
S-4
that will include a joint proxy statement of CVS Health
and Aetna that also constitutes a prospectus of CVS Health, and a definitive joint proxy statement/prospectus will be mailed to stockholders of CVS Health and shareholders of Aetna. INVESTORS AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to
obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by CVS Health or Aetna through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by CVS Health will be available free of charge within the Investors section of CVS Healths Web site at http://www.cvshealth.com/investors or by contacting CVS Healths Investor Relations Department at
800-201-0938.
Copies of the documents filed with the SEC by Aetna will be available free of charge on Aetnas internet website at http://www.Aetna.com or by contacting
Aetnas Investor Relations Department at
860-273-8204.
Participants in Solicitation
CVS Health, Aetna, 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 CVS Health
is set forth in its Annual Report on Form
10-K
for the year ended December 31, 2016 (CVS Healths Annual Report), which was filed with the SEC on February 9, 2017, its proxy
statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 31, 2017, and its Current Report on Form
8-K,
which was filed with the SEC on May 12, 2017. 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, 2016 (Aetnas Annual Report), which was filed with the
SEC on February 17, 2017, its proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on April 7, 2017, and its Current Reports on Form
8-K,
which were filed with
the SEC on May 24, 2017 and October 2, 2017. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the
joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the Reform Act) provides a safe harbor for
forward-looking statements made by or on behalf of CVS Health or Aetna. This communication may contain forward-looking statements within the meaning of the Reform Act. You can generally identify forward-looking statements by the use of
forward-looking terminology such as anticipate, believe, can, continue, could, estimate, evaluate, expect, explore, forecast,
guidance, intend, likely, may, might, outlook, plan, potential, predict, probable, project, seek,
should, view, 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 CVS Healths and Aetnas control.
Statements in this communication regarding CVS Health and Aetna that are
forward-looking, including CVS Healths and Aetnas projections as to the closing date for the pending acquisition of Aetna (the transaction), the extent of, and the time necessary to obtain, the regulatory approvals required
for the transaction, the anticipated benefits of the transaction, the impact of the transaction on CVS Healths and Aetnas businesses, the expected terms and scope of the expected financing for the transaction, the ownership percentages
of CVS Healths common stock of CVS Health stockholders and Aetna shareholders at closing, the aggregate amount of indebtedness of CVS Health following the closing of the transaction, CVS Healths expectations regarding debt repayment and
its debt to capital ratio following the closing of the transaction, CVS Healths and Aetnas respective share repurchase programs and ability and intent to declare future dividend payments, the number of prescriptions used by people served
by the combined companies pharmacy benefit business, the synergies from the transaction, and CVS Healths, Aetnas and/or the combined companys future operating results, are based on CVS Healths and Aetnas
managements estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond their control. In particular, projected financial information for the combined businesses of CVS
Health and Aetna is based on 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 CVS Health and
Aetna. Important risk factors related to the transaction 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 transaction; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that a condition to the closing of the
proposed transaction may not be satisfied; the ability to achieve the synergies and value creation contemplated; CVS Healths ability to promptly and effectively integrate Aetnas businesses; and the diversion of and attention of
management of both CVS Health and Aetna on transaction-related issues.
In addition, this communication may contain forward-looking statements regarding
CVS Healths or Aetnas respective businesses, financial condition and results of operations. These forward-looking statements also involve risks, uncertainties and assumptions, some of which may not be presently known to CVS Health or
Aetna or that they currently believe to be immaterial also may cause CVS Healths or Aetnas actual results to differ materially from those
expressed in the forward-looking statements, adversely impact their respective businesses, CVS Healths ability to complete the transaction and/or CVS Healths ability to realize the
expected benefits from the transaction. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the transaction and/or CVS Health or Aetna, CVS Healths ability to successfully
complete the transaction and/or realize the expected benefits from the transaction. Additional information concerning these risks, uncertainties and assumptions can be found in CVS Healths and Aetnas respective filings with the SEC,
including the risk factors discussed in Item 1.A. Risk Factors in CVS Healths and Aetnas most recent Annual Reports on Form
10-K,
as updated by their Quarterly Reports on Form
10-Q
and future filings with the SEC.
You are cautioned not to place undue reliance on CVS Healths and
Aetnas forward-looking statements. These forward-looking statements are and will be based upon managements then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of
such statements. Neither CVS Health nor Aetna 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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