HealthSpring, Inc. Announces Stockholder Approval of Merger Agreement with Cigna Corporation
January 12 2012 - 5:06PM
Business Wire
HealthSpring, Inc. (NYSE:HS) today announced that its
stockholders have voted to approve the adoption of the previously
announced merger agreement, dated as of October 24, 2011, providing
for the acquisition of HealthSpring by a subsidiary of Cigna
Corporation (“Cigna”) and other related matters.
Approximately 99.9% of the shares voting at today’s special
meeting of stockholders voted in favor of the adoption of the
merger agreement, which represented approximately 83.1% of
HealthSpring’s total outstanding shares of common stock as of the
December 8, 2011, record date. A quorum of 83.2% of HealthSpring’s
total outstanding shares of common stock as of the December 8,
2011, record date voted at the special meeting.
The transaction is subject to certain closing conditions,
including, among others, receipt of state regulatory approvals.
About HealthSpring
HealthSpring is based in Nashville, Tennessee, and is one of the
country’s largest Medicare Advantage coordinated care plans.
HealthSpring currently owns and operates Medicare Advantage plans
in Alabama, Delaware, Florida, Georgia, Illinois, Maryland,
Mississippi, New Jersey, Pennsylvania, Tennessee, Texas,
Washington, D.C. and West Virginia. HealthSpring also offers a
national stand-alone Medicare prescription drug plan. For more
information, visit www.healthspring.com.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this communication that are not
historical fact are forward-looking statements which HealthSpring
intends to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Statements that are predictive in
nature, that depend on or relate to future events or conditions, or
that include words such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would,” and similar
expressions are forward-looking statements. The forward-looking
statements involve significant known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed in or implied by the
forward-looking statements, and undue reliance should not be placed
on such statements. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements include, among other things, the following risks and
uncertainties: the failure to receive, on a timely basis or
otherwise, the required approvals by government or regulatory
agencies; the risk that a condition to closing of the proposed
transaction may not be satisfied; HealthSpring’s and Cigna’s
ability to consummate the merger; operating costs and business
disruption, including difficulties in maintaining relationships,
may be greater than expected; the ability to retain and hire key
personnel and maintain relationships with providers or other
business partners; the impact of legislative, regulatory and
competitive changes and other risk factors relating to the industry
in which HealthSpring and Cigna operate, as detailed from time to
time in each of HealthSpring’s and Cigna’s reports filed with the
SEC.
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found under Item 1.A in HealthSpring’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2010,
and Item 1.A of HealthSpring’s most recent Quarterly Report on Form
10-Q for the quarter ended September 30, 2011 and other documents
of HealthSpring on file with the SEC, including the definitive
proxy statement filed by HealthSpring on December 9, 2011.
HealthSpring cautions that the foregoing list of important factors
that may affect future results is not exhaustive. All subsequent
written and oral forward-looking statements concerning matters
attributable to HealthSpring or any other person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements referenced above. The forward-looking statements
contained herein speak only as of the date of this communication.
HealthSpring does not undertake any obligation to update or revise
any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future,
except as may be required by law.
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