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Item 7.01
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Regulation FD Disclosure.
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As previously announced, on March 8, 2018, Cigna Corporation
(“Cigna”), Express Scripts Holding Company (“Express Scripts”) and certain of Cigna’s affiliates entered into a definitive agreement whereby Cigna will acquire Express Scripts.
On April 25, 2018, a presentation was made available for use with investors and other stakeholders in connection with Cigna’s Annual Meeting of
Shareholders to be held on April 25, 2018. The presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The
information contained in this Current Report on Form
8-K
under Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form
8-K
and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in
this Current Report on Form
8-K
under Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
FORWARD
LOOKING STATEMENTS
Information included or incorporated by reference in this communication, and information which may be contained in other filings with
the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking statements include, among other things, statements of plans,
objectives, expectations (financial or otherwise) or intentions.
Forward-looking statements, including as they relate to Express Scripts Holding Company
or Cigna Corporation, the management of either such company or the transaction, involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Express Scripts Holding
Company and Cigna Corporation do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated
events. Any number of factors could cause actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following:
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the inability of Express Scripts Holding Company and Cigna Corporation to obtain stockholder or regulatory approvals required for the merger or the requirement to accept conditions that could reduce the anticipated
benefits of the merger as a condition to obtaining regulatory approvals;
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a longer than anticipated time necessary to consummate the proposed merger;
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problems regarding the successful integration of the businesses of Express Scripts Holding Company and Cigna Corporation;
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unexpected costs regarding the proposed merger;
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diversion of management’s attention from ongoing business operations and opportunities;
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potential litigation associated with the proposed merger;
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the ability to retain key personnel;
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the availability of financing;
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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, 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,
Halfmoon Parent, Inc. (“Holdco”) intends to file with the SEC a registration statement on Form
S-4
that will include a joint proxy statement of Cigna Corporation and Express Scripts Holding Company
that also constitutes a prospectus of Holdco. 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
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy
statement/prospectus (if and when it becomes available) and other relevant documents filed by Holdco, Cigna Corporation and Express Scripts Holding Company with the SEC at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC
by Cigna Corporation will be available free of charge on Cigna Corporation’s website at www.cigna.com or by contacting Cigna Corporation’s 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 Company’s website at www.express-scripts.com or by contacting Express Scripts Holding Company’s 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 Corporation’s Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 28, 2018, and its
definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 16, 2018. Investors may obtain information regarding the names, affiliations and interests of Express Scripts Holding Company’s directors and
executive officers in Express Scripts Holding Company’s Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on February 27, 2018, and its definitive
proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 29, 2018. You may obtain free copies of these documents at the SEC’s website at www.sec.gov, at Cigna Corporation’s website at www.cigna.com or by
contacting Cigna Corporation’s 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 Company’s website at www.express-scripts.com or by contacting Express Scripts Holding Company’s 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC
regarding the proposed transaction if and when they become available. Investors should read the joint proxy statement/prospectus carefully and in its entirety when it becomes available 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.