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)
Email to Brokers
December 3, 2017
To Our Valued Brokers,
As you may have heard, CVS Health, the largest pharmacy health
care provider in the U.S., has agreed to acquire Aetna. This has no immediate effect on the products your clients have purchased
or the products you are selling today.
We are very excited about this combination. CVS Health and Aetna
are joining to become the trusted front door to health care. Nearly 70 percent of the U.S. population lives within three miles
of a CVS Health retail store and nearly five million Americans visit CVS Health every day. We will use CVS Health’s 9,700
retail locations to establish entirely new community health hubs dedicated to improving consumer wellbeing and answering questions
about health, prescription drugs and health care benefits.
This personalized health care experience
will be delivered by connecting Aetna’s extensive network of providers with greater consumer access through CVS Health.
Further integration of our pharmacy operations will help offset some of the projected increases in prescription drug prices, resulting
in cost savings for employers and consumers.
We expect the transaction to close in the second half of 2018.
We will keep you updated about any developments that may be of interest to you as the transaction progresses. In the meantime,
we will continue to operate in all respects as independent companies. Should you have any questions, please do not hesitate to
reach out to your Aetna representative. You can also visit www.Aetna.com for more information.
Thank you for your continued support.
Sincerely,
Mark Bertolini, Chairman and CEO
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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