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effects on the businesses as a result of uncertainty surrounding the proposed merger; and
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the industry may be subject to future risks that are described in SEC reports filed by Express Scripts Holding
Company and Cigna Corporation.
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You should carefully consider these and other relevant factors, including those risk factors in this
communication and other risks and uncertainties that affect the businesses of Express Scripts Holding Company and Cigna Corporation described in their respective filings with the SEC, including the preliminary joint proxy statement / prospectus
contained in the Form
S-4
of Halfmoon Parent, Inc. (Holdco), which was filed with the SEC on May 16, 2018, when reviewing any forward-looking statement. These factors are noted for investors
as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either foregoing lists, or the risks identified
in SEC filings, to be a complete discussion of all potential risks or uncertainties.
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE
TO FIND IT
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the proposed
transaction, on May 16, 2018, Holdco has filed a registration statement on Form
S-4
that included a joint proxy statement of Cigna Corporation and Express Scripts Holding Company that also constitutes a
prospectus of Holdco. The registration statement was declared effective by the SEC on July 16, 2018, and Cigna Corporation and Express Scripts Holding Company commenced mailing the definitive joint proxy statement/prospectus to the respective
stockholders of Cigna Corporation and Express Scripts Holding Company on or about July 17, 2018. Cigna Corporation and Express Scripts Holding Company also plan to file other relevant documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE), CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the preliminary materials filed on May 16, 2018, the definitive version of the joint proxy statement/prospectus (when it becomes available) and other
relevant documents filed by Holdco, Cigna Corporation and Express Scripts Holding Company with the SEC at the SECs website at www.sec.gov. Copies of documents filed with the SEC by Cigna Corporation will be available free of charge on Cigna
Corporations website at www.cigna.com or by contacting Cigna Corporations Investor Relations Department at (215)
761-4198.
Copies of documents filed with the SEC by Express Scripts Holding Company
will be available free of charge on Express Scripts Holding Companys website at www.express-scripts.com or by contacting Express Scripts Holding Companys Investor Relations Department at (314)
810-3115.
PARTICIPANTS IN THE SOLICITATION
Cigna Corporation (and, in some instances, Holdco) and Express Scripts Holding Company and their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of directors and executive officers of Cigna
Corporation (and, in some instances, Holdco) in Cigna Corporations Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 28, 2018, its
Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018, which was filed with the SEC on August 2, 2018, its definitive proxy statement for its 2018 Annual Meeting, which was filed with the
SEC on March 16, 2018, and the definitive joint proxy statement / prospectus contained in the Form
S-4,
which was declared effective by the SEC on July 16, 2018. Investors may obtain information
regarding the names, affiliations and interests of Express Scripts Holding Companys directors and executive officers in Express Scripts Holding Companys Annual Report on Form
10-K
for the year
ended December 31, 2017, which was filed with the SEC on February 27, 2018, its Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018, which was filed with the SEC on August 1,
2018, its definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 29, 2018, and the definitive joint proxy statement / prospectus contained in the Form
S-4,
which was
declared effective by the SEC on July 16, 2018. You may obtain free copies of these documents at the SECs website at www.sec.gov. Copies of documents filed with the SEC by Cigna Corporation will be available free of charge on Cigna
Corporations website at www.cigna.com or by contacting Cigna Corporations Investor Relations Department at (215)
761-4198.
Copies of documents filed with the SEC by Express Scripts Holding Company
will be available free of charge on Express Scripts Holding Companys website at www.express-scripts.com or by contacting Express Scripts Holding Companys Investor Relations Department at (314)
810-3115.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy
statement / prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction if and when they become available. Investors should read the preliminary joint proxy statement / prospectus, and the
definitive version thereof (when it becomes available), carefully and in its entirety before making any voting or investment decisions.
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.