Filed by Aetna
Inc.
Pursuant to
Rule 425 of the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
of the Securities
Exchange Act of 1934
Subject Company:
Aetna Inc.
(Commission
File No.: 001-16095)
The following communication was circulated via
Aetna’s internal website:
Dear Colleagues,
As you have heard from Mark Bertolini and Gary
Loveman, CVS Health has agreed to acquire Aetna. Our mission and focus in Consumer Health Products aligns well with the vision
of this new combined company, one that delivers a better health care experience, reduces costs, and improves access to trusted
health care experts in communities across the country. Together we will be in well positioned to deliver a seamless, simple
and integrated personal and digital experience for consumers to better navigate their health and wellness.
This announcement is just the first step in a
lengthy process to bring the two companies together. Our work across Consumer Health Products is not changing and will be critical
to the success of the combined company.
I know we will all stay focused
on the critical goals in front of us and remain dedicated to the members we serve. If you have any questions, please visit AetNet
for the most up-to-date information and you can send questions to
communications@aetna.com
.
I want to thank you for your dedication and service
to our members and to changing the healthcare experience. This is an exciting strategy and combined platform in healthcare,
especially at this scale. We have exciting days ahead as we continue to push to transform how the healthcare system works.
-Dave
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
Health’s Web site at
http://www.cvshealth.com/investors
or
by contacting CVS Health’s Investor Relations Department at 800-201-0938. Copies of the documents filed with the SEC by
Aetna will be available free of charge on Aetna’s internet website at
http://www.Aetna.com
or by contacting Aetna’s Investor Relations Department at 860-273-8204.
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 Health’s 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 (“Aetna’s 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 Health’s and Aetna’s control.
Statements
in this communication regarding CVS Health and Aetna that are forward-looking, including CVS Health’s and Aetna’s
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 Health’s and Aetna’s businesses, the expected terms and scope of the expected
financing for the transaction, the ownership percentages of CVS Health’s common stock of CVS Health stockholders and Aetna
shareholders at closing, the aggregate amount of indebtedness of CVS Health following closing of the transaction, CVS Health’s
expectations regarding debt repayment and its debt to capital ratio following closing of the transaction, CVS Health’s and
Aetna’s 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
Health’s, Aetna’s and/or the combined company’s future operating results, are based on CVS Health’s and
Aetna’s 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 closing of the proposed transaction may not be satisfied; the ability to achieve the synergies and value creation
contemplated; CVS Health’s ability to promptly and effectively integrate Aetna’s 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 Health’s or Aetna’s 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 Health’s or Aetna’s actual results to differ materially from those expressed in the forward-looking statements,
adversely impact their respective businesses, CVS Health’s ability to complete the transaction and/or CVS Health’s
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 Health’s 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 Health’s and Aetna’s respective filings
with the SEC, including the risk factors discussed in “Item 1.A. Risk Factors” in CVS Health’s and Aetna’s
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 Health’s and Aetna’s forward-looking statements. These forward-looking
statements are and will be based upon management’s 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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