Item 7.01 Regulation FD Disclosure.
As previously announced, on March 8, 2018, Express Scripts Holding Company, a Delaware corporation (Express Scripts), entered into an
Agreement and Plan of Merger (as amended, the Merger Agreement) with Cigna Corporation (Cigna), Halfmoon Parent, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cigna (Holdco), Halfmoon I,
Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco, and Halfmoon II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco, pursuant to which, subject to the conditions of the Merger Agreement, Holdco
will acquire Express Scripts in a cash and stock transaction.
On December 13, 2018, the State of New York determined that a previously noticed
hearing in that State was not required and issued its approval of the transaction. Also on December 13, 2018, the State of California issued its approval of the transaction. We continue to work with regulators in New Jersey, the one outstanding
state where approval is required, and continue to expect that the transaction will close by the end of 2018, subject to the satisfaction of all closing conditions.
The information contained in this Current Report on Form
8-K
under Item 7.01, 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, 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.
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 with a discussion of future operating or financial performance. Forward-looking statements may
include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases and other measures of financial performance or potential future plans, strategies or transactions of Cigna
or the combined company following consummation of the mergers, the anticipated benefits of the mergers, including estimated synergies, the expected timing of completion of the mergers, Cignas ability to obtain financing for the mergers and
other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For
those statements, Cigna and Express Scripts claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Risks, uncertainties and other factors that could cause actual
results to differ from these forward-looking statements include, but are not limited to, risks and uncertainties detailed in Cignas and Express Scripts periodic public filings with the SEC, including those discussed in the section
entitled Risk Factors of the registration statement and in the sections entitled Risk Factors in Cignas Annual Report on Form
10-K
for the year ended December 31, 2017,
Cignas Quarterly Report on Form
10-Q
for the period ended June 30, 2018, Express Scripts Annual Report on Form
10-K
for the year ended December 31,
2017 and Express Scripts Quarterly Report on Form
10-Q
for the period ended June 30, 2018, factors contained or incorporated by reference into such documents and in subsequent filings by Cigna and
Express Scripts, and the following factors:
2