WOONSOCKET, R.I., Jan. 3, 2018 /PRNewswire/ -- CVS Health
Corporation (NYSE: CVS) announced today it will hold a conference
call to discuss its 2017 and 2018 earnings guidance tomorrow,
Thursday, January 4, 2018, at
11:00 a.m. ET. In order to be
responsive to investor desire for additional insight and given the
company's forthcoming acquisition-related Form S-4 filing, the
company intends to provide the market with its expectations in
advance of its fourth quarter earnings call in early February.
An audio webcast of the call will be broadcast simultaneously
for all interested parties through the Investor Relations section
of the CVS Health website at http://investors.cvshealth.com.
This webcast will be archived and available on the website for a
one-year period following the conference call.
About the Company
CVS Health is a pharmacy innovation company helping people on
their path to better health. Through its more than 9,700 retail
locations, more than 1,100 walk-in medical clinics, a leading
pharmacy benefits manager with nearly 90 million plan members, a
dedicated senior pharmacy care business serving more than one
million patients per year, expanding specialty pharmacy services,
and a leading stand-alone Medicare Part D prescription drug plan,
the company enables people, businesses and communities to manage
health in more affordable and effective ways. This unique
integrated model increases access to quality care, delivers better
health outcomes and lowers overall health care costs. Find more
information about how CVS Health is shaping the future of health
at https://www.cvshealth.com.
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 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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SOURCE CVS Health Corporation