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 talking points are
an excerpt of a communication that may be distributed by Aetna in connection with employee recruiting:
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We
remain committed to our offer to you
or
we remain committed to filling
many of our critical roles, of which this is one.
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Aetna
will run as a separate business unit upon close.
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For
at least five years following the closing, CVS Health will maintain “Aetna”
as the primary brand for its insurance businesses.
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The
combined strategy/goal will focus on building an entirely new health care concept which
will deliver a better experience for our members/consumers, while reducing costs.
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This
will provide a uniquely integrated, community based health care experience for all, which
both companies are very excited about.
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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
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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
the closing of the transaction, CVS Health’s expectations regarding debt repayment and its debt to capital ratio following
the 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 the 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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