WOONSOCKET, R.I., June 6, 2018 /PRNewswire/ -- CVS Health
(NYSE: CVS) today announced the management team that following the
close of the Aetna (NYSE: AET) acquisition will lead the combined
company into the future. Aetna will operate as a stand-alone
business unit within the CVS Health enterprise following the close
and will be led by members of their current management team. In
addition, members of both the Aetna and CVS Health management teams
will play significant roles in the newly combined company. The
transaction is expected to close in the second half of 2018,
subject to required regulatory approvals. Until the close of the
transaction, CVS Health and Aetna will continue to operate as two
separate companies.
"We're very excited to be taking this milestone step in the
journey to combine our two great companies," said CVS Health
President and Chief Executive Officer Larry
J. Merlo. "The talent of both organizations is reflected in
the management team that we are naming today and that will report
to me as of the close of the transaction. I look forward to working
alongside this outstanding group of individuals as we take on the
task of transforming the way health care is delivered in America –
engaging consumers with the care they need, when and where they
need it, and making the patient and caregiver experience simpler
and more affordable."
Management positions announced today include business unit and
shared services leaders as follows:
Business Unit Leadership
Jon Roberts will continue
to serve as Executive Vice President and Chief Operating Officer
for CVS Health with operational oversight for CVS Pharmacy, CVS
Caremark and Omnicare.
Karen S. Lynch, currently
President of Aetna, will serve as Executive Vice President of CVS
Health and President for the Aetna business unit.
Fran S. Soistman will
continue to serve in his current position of Executive Vice
President and Head of Government Services for Aetna, leading the
Medicare, Medicaid and Federal Plans businesses reporting to
Lynch.
Alan M. Lotvin, M.D.,
currently Executive Vice President of Specialty Pharmacy for CVS
Caremark, has been named Executive Vice President, Transformation,
with oversight of the portfolio of business transformation
initiatives for the combined company.
Richard di Benedetto will
continue to serve in his current position of President of Aetna
International.
Shared Service Leadership
Shawn M. Guertin,
currently Executive Vice President, Chief Financial Officer and
Chief Enterprise Risk Officer for Aetna, will assume the position
of Executive Vice President and Chief Financial Officer for CVS
Health. In this role, Guertin will have oversight of Investor
Relations, Financial Planning and Analysis for the lines of
business, Tax and Treasury functions, and Accounting.
Thomas M. Moriarty will
continue to serve as Executive Vice President, Chief Policy and
External Affairs Officer and General Counsel for CVS Health.
Moriarty's responsibilities include Government Affairs, Corporate
Communications and Legal.
Troyen A. Brennan, M.D., M.P.H. will continue to serve as
Executive Vice President and Chief Medical Officer for CVS Health.
Brennan provides oversight for clinical and medical affairs and
health care services.
Rick M. Jelinek, currently
Executive Vice President, Head of Enterprise Strategy for Aetna,
will be appointed Executive Vice President, CVS Health. In this
role following the close of the transaction, Jelinek will continue
to co-lead the combined company's integration efforts alongside
Josh Flum, Executive Vice
President of Enterprise Strategy and Corporate Development for CVS
Health.
Lisa Bisaccia will
continue to serve as Executive Vice President and Chief Human
Resources Officer. In addition to leading the Human Resources
organization, Bisaccia will provide strategic oversight for the
combined company's corporate social responsibility and
philanthropic activities.
Also as part of the transition of the organizations, several
executives from both CVS Health and Aetna will be departing.
David Denton, who currently
serves as CVS Health's Chief Financial Officer has elected to
depart the company at the close. Similarly, Aetna executives
Steven B. Kelmar, Executive
Vice President, Corporate Affairs; Thomas J. Sabatino, Jr., Executive Vice
President and General Counsel; and Thomas W. Weidenkopf, Executive Vice
President and Chief Human Resources Officer, will remain in their
roles until the close of the transaction.
To assist with the transition following the close, Aetna
executives Harold L. Paz, M.D.,
M.S., Executive Vice President and Chief Medical Officer, and
Meg McCarthy, Executive Vice
President, Operations and Technology, will remain with the
organization for a period of time.
"I would like to extend my thanks and gratitude to all of these
individuals who have so ably served both organizations during a
time when the health care marketplace has been changing
dynamically," said Merlo. "I am especially grateful to Dave Denton for his leadership and contributions
during nearly 20 years serving CVS Health – from the company it was
to the company it has become. Dave has been a driving force behind
the growth of CVS Health and I wish him all the best."
As previously disclosed, upon the closing of the transaction,
three of Aetna's directors, including Aetna's Chairman and CEO
Mark T. Bertolini, will be
added to the CVS Health Board of Directors.
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 approximately 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.
Investor Contact:
Mike McGuire
(401) 770-4050
michael.mcguire@cvshealth.com
Media Contact:
Carolyn Castel
Carolyn.Castel@CVSHealth.com
401-770-5717
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
filed a registration statement on Form S-4 with the Securities and
Exchange Commission (the "SEC"), which 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, and the special meeting of the
stockholders of CVS Health and the shareholders of Aetna was held
on March 13, 2018. INVESTORS
AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
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.
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 that are forward-looking,
including 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 these
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