Filed by CVS Health Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule
14a-6
Under the Securities Exchange Act of 1934
Subject Company: Aetna Inc.
Commission File No.:
001-16095
Date: October 10, 2018
The following update
and press release was included in the Current Report on Form
8-K
filed by CVS Health Corporation with the Securities and Exchange Commission on October 10, 2018.
Election of Directors
Pursuant to the previously
announced Agreement and Plan of Merger (the Merger Agreement), dated as of December 3, 2017, among CVS Health Corporation (CVS Health), Aetna Inc. (Aetna) and Hudson Merger Sub Corp., CVS Health and Aetna
agreed that, at the completion of CVS Healths acquisition of Aetna (the Acquisition), the size of the board of directors of CVS Health (the Board) would be increased by three and the vacancies created thereby would be
filled by Mark T. Bertolini, the Chairman and Chief Executive Officer of Aetna, and two other individuals who are serving on the board of directors of Aetna immediately prior to completion of the Acquisition who meet CVS Healths independence
criteria as in effect as of such time and who would be jointly designated by Aetna and CVS Health prior to completion of the Acquisition. The Board subsequently decided to add an additional Aetna director to the Board and therefore increase the size
of the Board by an additional member, so that a total of four new vacancies will be created and filled upon the completion of the Acquisition.
Accordingly, on October 8, 2018, the Board approved the increase of the size of the Board from twelve directors to sixteen directors and appointed Mr.
Bertolini, Edward J. Ludwig, Roger N. Farah and Fernando Aguirre (collectively, the New Directors) to the Board to fill the resulting vacancies, in each case, effective upon the completion of the Acquisition. Mr. Bertolini was
designated by CVS Health and Aetna in the Merger Agreement and Messrs. Ludwig and Farah were jointly designated by CVS Health and Aetna pursuant to the Merger Agreement and, in each case, in accordance with CVS Healths certificate of
incorporation and
by-laws.
Mr. Aguirre was designated by CVS Health in accordance with its certificate of incorporation and
by-laws.
Each of Messrs. Ludwig, Farah and Aguirre was determined by the Board to be independent under the Corporate Governance Rules of the New York Stock
Exchange and under CVS Healths Corporate Governance Guidelines. Committee assignments for the New Directors have not yet been determined by the Board.
The New Directors will be entitled to the same compensation and benefits as CVS Healths other
non-employee
directors, which are described in CVS Healths Proxy Statement filed with the U.S. Securities and Exchange Commission (SEC) on April 24, 2018. In connection with the Acquisition, the New Directors will receive certain payments
and benefits pursuant to the terms of the Merger Agreement and their existing arrangements with Aetna, which are disclosed in the section of CVS Healths Registration Statement on Form
S-4
(No.
333-222412)
filed with the SEC on January 4, 2018, as amended, entitled
Interests of Aetnas
Directors and Executive Officers in the Merger
.
There have been no transactions, and there are no currently proposed transactions, in which CVS Health was or is a participant and in which the New Directors
or any of their immediate family members has or will have any interest, that are required to be disclosed under Item 404(a) of Regulation
S-K.
Mark T. Bertolini
Mr. Bertolini, age 62, has
been a director at Aetna since 2010 and is the Chairman and Chief Executive Officer of Aetna. He assumed the roles of Chairman of Aetnas board of directors on April 8, 2011 and Chief Executive Officer of Aetna on November 29, 2010.
From July 2007 to December 2014, he served as President, responsible for all of Aetnas businesses and operations. Mr. Bertolini joined Aetna in 2003 as head of Aetnas Specialty Products, and subsequently served as Executive Vice
President and head of Aetnas regional businesses. Before joining Aetna, Mr. Bertolini held executive positions at Cigna, NYLCare Health Plans, and SelectCare, Inc., where he was President and Chief Executive Officer. Mr. Bertolini
also serves as a director of Verizon Communications, Inc. (communications, information and entertainment products and services), Massachusetts Mutual Life Insurance Company (insurance and investment products and services), the Fidelco Guide Dog
Foundation, the Peterson Institute for International Economics, Thrive Global and the Mind & Life Institute.