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 Healths Web site at http://www.cvshealth.com/investors or by contacting CVS
Healths Investor Relations Department at
800-201-0938.
Copies of the documents filed with the SEC by Aetna are available free of charge on Aetnas internet
website at http://www.Aetna.com or by contacting Aetnas 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 Corporation (
CVS Health
) or Aetna, Inc. (
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 Healths and Aetnas control.
Statements in
this communication regarding CVS Health and Aetna that are forward-looking, including CVS Healths and Aetnas projections as to the closing date of the transactions contemplated by the Agreement and Plan of Merger, dated as of
December 3, 2017 (
Merger Agreement
), among CVS Health, Aetna and Hudson Merger Sub Corp., a wholly-owned subsidiary of CVS Health (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 Healths and Aetnas businesses, the expected terms and scope of the expected financing for the
transaction, the ownership percentages of CVS Healths 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 Healths
expectations regarding debt repayment and its debt to capital ratio following the closing of the transaction, CVS Healths and Aetnas 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 Healths, Aetnas and/or the combined companys future operating results, are based
on CVS Healths and Aetnas 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 Healths ability to promptly and effectively integrate Aetnas 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 Healths or Aetnas 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
Healths or Aetnas actual results to differ materially from those expressed in the forward-looking statements, adversely impact their respective businesses, CVS Healths ability to complete the transaction and/or CVS Healths
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 Healths
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 Healths and Aetnas respective
filings with the SEC, including the risk factors discussed in Item 1.A. Risk Factors in CVS Healths and Aetnas 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 any CVS Healths and Aetnas forward-looking statements. These forward-looking statements are and will be based upon managements 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.