Item 7.01
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Regulation FD Disclosure
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Cigna Corporation (Cigna) disclosed that its officials expect to participate in meetings with investors and analysts over the next several weeks.
During these meetings, Cigna officials expect to provide an update related to federal and state regulatory approvals for Cignas pending acquisition of Express Scripts Holding Company (Express Scripts).
As previously announced, on March 8, 2018, Cigna, Express Scripts and certain of Cignas affiliates entered into a definitive agreement whereby
Cigna will acquire Express Scripts. Completion of the transaction is subject to the satisfaction or (where permissible) waiver of certain closing conditions, including: (1) the expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act); and (2) certain state regulatory approvals (in the case of (1) and (2), without the imposition, individually or in the aggregate, of certain
restrictions or conditions).
Related to federal regulatory approval, Cigna and Express Scripts filed notification and report forms in connection with the
transaction with the U.S. Department of Justice (the DOJ) and the U.S. Federal Trade Commission pursuant to the HSR Act on March 22, 2018. As previously disclosed, on April 23, 2018, Cigna and Express Scripts each received a
request for additional information and documentary material (the Second Request) from the DOJ in connection with the DOJs review of the transaction.
On July 5, 2018, the parties entered into a timing agreement with the DOJ pursuant to which they agreed, among other things, not to close their pending
combination before 12:01AM Eastern Time on the ninetieth (90th) calendar day following the date on which both Cigna and Express Scripts have certified substantial compliance with the DOJs Second Request, unless: (1) the parties have
received notice from the DOJ that it has closed its investigation; or (2) the parties and the DOJ mutually agree to extend the 90 day timeframe. Timing agreements with the DOJ are customary in large transactions of this nature.
On August 3, 2018, Cigna certified substantial compliance with the Second Request. Express Scripts certified substantial compliance with the Second
Request on August 17, 2018.
Related to state regulatory approvals, certain state insurance regulators have the authority to approve a change
of control of an insurer. Cigna has filed Form A statements (or equivalent change of control applications) and/or requests for exemptions from the Form A application requirements in each jurisdiction where required by applicable
law (states). Currently, Cigna has received approvals from 14 states. Approvals from 15 additional states are conditions to closing the transaction.
In addition to the above, there are certain additional state and international regulatory approvals and filings required in connection with the proposed
transaction.
Express Scripts continues to anticipate that the merger will close by
year-end
2018, subject to the
satisfaction of all closing conditions, and looks forward to continuing to work cooperatively with the DOJ and the relevant states to discuss the many benefits of the transaction.
Cautionary Notes on Forward Looking Statements
This
communication contains statements which, to the extent they are not statements of historical or present fact, constitute forward-looking statements under the securities laws. These forward-looking statements are intended to provide Cigna
managements and/or Express Scripts managements current expectations or plans for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of
words such as believe, expect, expectations, plans, strategy, prospects, estimate, project, target, anticipate, will,
may, should, see, guidance, confident and other words of similar meaning in connection