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
CVS Health to Acquire Aetna
Health Plan Talking Points
Introduction
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As a valued customer of CVS Health, we are reaching out to inform you that we agreed to acquire Aetna, one of the nations leading diversified health care benefits companies.
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We are excited about the opportunities this new company represents for our customers and the entire healthcare industry.
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We understand that clients will have questions about this transaction and how it will impact them going forward. We stand ready to work through any questions our clients have throughout this process, but wanted to
address a few potential concerns upfront:
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Data and Information Security
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Aetna will be maintained as a separate business unit, structurally, operationally and legally
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We will maintain all appropriate firewalls between our business units
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We currently enforce controls and separation of duties between various other parts of our enterprise; for example:
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SilverScript Insurance Company and support of clients with PDPs/MAPDs
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Confidential pricing information of retail networks and PBM networks
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Between health plan customers in our health plan business unit
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Caremark performs an annual SOC2 Type 2 Audit of our security and confidentiality controls, and we will provide you with a copy of the auditors unqualified report validating our ability to enforce and maintain
effective controls between business units.
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We will make our Information Security Policy available for your review upon request
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Competitive Environment
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We will continue to serve our health plans with an independent, dedicated business unit as we do today, the objective of which continues to be providing you with competitive pricing, exceptional service and innovative
solutions.
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We will continue to support you in maintaining competitiveness in the marketplace:
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We will have improved size, scale and diversity of offerings to provide you with competitive pricing and exceptional service
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We are measured by our ability to support our clients success and growth
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The goal of your account team and CVS Caremark is to help you grow and meet your strategic objectives. The account team and CVS Caremark employees are measured, incented, rewarded and resourced to do exactly that.
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We are committed to maintaining full regulatory compliance in todays complex environment
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Todays health care environment is complex and as the market continues to evolve, more multi-dimensional companies are emerging. We are all both providers as well as consumers of health care services, and buy from
other companies in some areas and may sell to them in others.
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Value to Our Health Plan Clients
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Capabilities gained as a result of the combination with Aetna will enable us to bring enhanced products and services to all of our health plan clients.
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The combined company will bring together a more extensive array of services and capabilities that allow us to further innovate with and for clients.
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These capabilities will allow for new innovation opportunities in local care delivery, plan design, health care service offerings, data analytics, value based and risk products, among others.
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Capabilities developed following this transaction will directly benefit all payors we serve.
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Consumers and your members will benefit from a community-based health care experience. The combined company will also be able to better understand patients health goals, guide them through the health care system,
and help them achieve their best health.
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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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