WOONSOCKET, R.I., March 13, 2018 /PRNewswire/ -- In a special
meeting held today, CVS Health Corporation (NYSE: CVS) stockholders
voted to approve the shares of company stock to be issued in the
company's acquisition of Aetna Inc. (NYSE: AET), one of the
nation's leading diversified health care benefits companies.
According to the preliminary results announced at the meeting, more
than 98 percent of the shares voted were in favor of the proposal.
The merger is expected to close in the second half of 2018, subject
to required regulatory approvals.
"When this merger is complete, the combined company will be
well-positioned to reshape the consumer health care experience,
putting people at the center of health care delivery to ensure they
have access to high-quality, more affordable care where they are,
when they need it," said Larry
Merlo, CVS Health president and CEO.
The merger, once complete, will fill an unmet need in the U.S.
health care system and presents a unique opportunity to redefine
access to high-quality care in lower cost settings, whether in the
community, in the home, or on the go through connected digital
health care tools.
"The combination of CVS Health and Aetna brings together two
complementary businesses with an expanded set of unique
capabilities to create a new community-based open health care model
that is easier to use and less expensive for consumers. We look
forward to delivering more seamlessly coordinated care that ensures
consumers have the essential resources to lead healthier lives for
themselves and their families," Merlo continued.
"At the same time, our company will benefit from a stronger
market position, with the potential to deliver increased value
through the development of innovative new products and services and
generate long-term growth opportunities that help produce stronger,
more consistent results for shareholders as a uniquely integrated
health care company," Merlo concluded.
About CVS Health
CVS Health is a pharmacy innovation company helping people on
their path to better health. Through its more than 9,800 retail
locations, more than 1,100 walk-in medical clinics, a leading
pharmacy benefits manager with more than 94 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.
Contacts:
Investors: Mike McGuire
Michael.McGuire@CVSHealth.com
401-770-4050
Media: Joseph Goode
Joseph.Goode@CVSHealth.com
401-770-9820
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"), on
February 9, 2018, CVS Health filed with the Securities and
Exchange Commission (the "SEC") an amendment to the registration
statement on Form S-4 that was originally filed on January 4, 2018. The registration statement
includes a joint proxy statement of CVS Health and Aetna that also
constitutes a prospectus of CVS Health. The registration
statement was declared effective by the SEC on February 9, 2018, and CVS Health and Aetna
commenced mailing the definitive joint proxy statement/prospectus
to stockholders of CVS Health and shareholders of Aetna on or about
February 12, 2018. INVESTORS
AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free
copies of the registration statement and the definitive joint proxy
statement/prospectus 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 are 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 are available free of charge
on Aetna's internet website at http://www.Aetna.com or by
contacting Aetna's Investor Relations Department at
860-273-0896.
Participants in the 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,
2017, which was filed with the SEC on February 14,
2018, its proxy statement for its 2017 annual meeting of
stockholders, which was filed with the SEC on March 31, 2017, and certain of its Current
Reports on Form 8-K. 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,
2017, which was filed with the SEC on February 23, 2018, its proxy statement for its
2017 annual meeting of shareholders, which was filed with the SEC
on April 7, 2017, and certain of its
Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the definitive joint proxy statement/prospectus
filed with the SEC 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 outcome of litigation related to the
transaction; 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