Filed by Aetna Inc.
Pursuant to Rule 425 of the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: Aetna Inc.
(Commission File No. for Registration Statement
on
Form S-4 filed by CVS Heath Corporation: 333-222412)
The following is an excerpt of a communication that was
made available on Aetna’s internal website:
Leadership Matters post from Rick Jelinek
Our full Aetna integration planning team came together with our
CVS Health counterparts for the first time last week in Providence, R.I. — and we’re off to a strong start. About 100
people across both companies worked to lay the groundwork — the goals, time line, processes and deliverables — that
will guide our planning. Both teams were clearly excited about the potential of our two companies together, and the spirit of our
discussions was inclusive and collaborative.
I was particularly impressed by how much closer our companies
are to each other than we are apart, especially in values and purpose. Both companies are purpose-driven, striving to help people
live healthier lives, and we view caring and integrity as fundamental values. At both CVS Health and Aetna, employees demonstrate
high engagement and satisfaction. These common qualities will be a strong foundation for our work together.
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, 2016, 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 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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