BLOOMFIELD, Conn. and
MIRAMAR, Fla., Feb. 26, 2021 /PRNewswire/ -- Evernorth, the
leading health services portfolio of Cigna, today announced it has
entered into a definitive agreement to acquire MDLIVE, a privately
held, leading 24/7 virtual care delivery platform. Upon completion,
this transaction will provide Evernorth with a highly
complementary platform that will rapidly expand Evernorth's
capabilities to deliver a more affordable, convenient and connected
patient care experience.
"Customers expect more convenient care interactions, and
COVID-19 has rapidly accelerated this need. We see an immediate
opportunity to build a new model of care delivery, one that
delivers a connected experience with greater affordability,
predictability and simplicity. With the opportunity to serve
millions more people, and with more personalized ways to deliver
care, we will have an even greater impact on our customers, clients
and partners," said Tim Wentworth,
Chief Executive Officer of Evernorth. "Combining MDLIVE's platform
and strong network for virtual providers with our comprehensive
care solutions, we will be better positioned to optimize the care
journey to improve affordability and accessibility, and to deliver
superior support to health plans as they advance their own care
delivery models for the future."
"Becoming part of the Evernorth portfolio is an opportunity
for MDLIVE to join an organization that complements our work,
and has been a long-time partner and investor in our business,"
said Charles Jones, Chairman and
Chief Executive Officer of MDLIVE. "Together, we can accelerate
MDLIVE's growth strategy and ability to serve more customers, while
also building new services that will benefit our existing
stakeholders, including employees, partners, patients, customers,
health plans and providers. With this transaction,
Evernorth will gain an industry-leading platform, and a
passionate and pioneering workforce that made virtual care a
reality, and an essential and life-saving service during the
COVID-19 pandemic."
With high customer and provider satisfaction ratings, it is
clear patients and providers value their experience with MDLIVE.
MDLIVE also has a sizable and forward-thinking client base, a
class-leading provider network, brand recognition among customers
and consumers, and experience in medical and behavioral health.
Together, we imagine a new end-to-end care experience to complement
– not replace – the way customers and patients interact with their
existing providers to achieve:
- earlier identification and diagnosis of critical care
needs;
- faster and more seamless referrals to high-performing
providers, including specialists and behavioral health; and
- more convenient access to appropriate, affordable sites of
service, and pharmaceutical fulfillment.
"From cost to complexity to quality, there is tremendous
potential for progress in health care. As one, Evernorth and
MDLIVE can accelerate meaningful change," said Eric Palmer, President and Chief Operating
Officer of Evernorth. "MDLIVE will be part of the new,
differentiated and future-state care solutions that improve the
patient experience, close the patient-provider accessibility gap,
and bring providers opportunities to augment the services they
currently offer. We'll also have the opportunity to expand the
reach of MDLIVE's capabilities to Evernorth's clients, as well as
Cigna's U.S. Medical customers and clients."
The transaction is subject to customary closing conditions, and
is expected to close in the second quarter of 2021, subject to
receipt of required regulatory approvals.
Cigna continues to expect to deliver 2021 adjusted earnings per
share of at least $20 inclusive of
the impact of the acquisition of MDLIVE.1 Cigna
plans to provide additional information pertaining to the proposed
acquisition of MDLIVE during its upcoming Investor Day event
scheduled for March 8, 2021.
Advisors
BofA Securities acted as exclusive financial
advisor to MDLIVE, and Davis Polk
& Wardwell served as legal counsel.
Greenhill & Co., LLC served as exclusive financial advisor
to Cigna. Wachtell Lipton Rosen & Katz served as legal counsel,
and Sheppard, Mullin, Richter & Hampton acted as regulatory
counsel to Cigna.
About Evernorth
Evernorth is Cigna's
high-performing health services portfolio. The Evernorth brand
is anchored by Evernorth Health, Inc., a wholly-owned
subsidiary of Cigna Corporation, and the parent company of the
Express Scripts, Accredo and eviCore
companies. Evernorth brings together and coordinates
premier health services offerings to deliver innovative and
flexible solutions for health plans, employers and government
programs. All Evernorth solutions are serviced and provided by
or through operating affiliates of Evernorth Health or
third-party partners. To learn more about Evernorth, visit
https://www.Evernorth.com/.
About MDLIVE
MDLIVE offers convenient, affordable and
contagion-free virtual healthcare services to over 60 million
members nationwide. Our network of board-certified physicians,
dermatologists, psychiatrists and therapists are specially trained
in virtual care and are committed to the highest quality treatment
and the best possible patient experience. We leverage technology
and artificial intelligence to simplify and streamline, connecting
providers and patients whenever and wherever it's most convenient,
often within just minutes. To learn more about our expanding
product suite and our partnerships with major health plans,
hospital systems and employers, visit www. MDLIVE.com, download our
app, or text "Sophie" to MDLIVE (635483) to register.
Notes:
- Adjusted earnings per share means adjusted income from
operations on a fully diluted basis. At the consolidated level,
adjusted income from operations is not determined in accordance
with accounting principles generally accepted in the United States ("GAAP") and should not be
viewed as a substitute for the most directly comparable GAAP
measure, shareholders' net income. Adjusted income (loss) from
operations is defined as shareholders' net income (loss) excluding
the following adjustments: net realized investment results,
amortization of acquired intangible assets, and special items and
is measured on an after-tax basis for consolidated results.
Adjusted income (loss) from operations is a measure of
profitability used by Cigna's management because it presents the
underlying results of operations of Cigna's businesses and permits
analysis of trends in underlying revenue, expenses and
shareholders' net income. Cigna's 2021 outlook includes
approximately $1.25 per share in net
unfavorable impacts of COVID-19, as well as the impact of future
share repurchases and anticipated 2021 dividends and the
anticipated impacts from the proposed acquisition of MDLIVE.
Cigna's management is not able to provide a reconciliation of
adjusted income from operations to shareholders' net income (loss)
on a forward-looking basis because it is unable to predict, without
unreasonable effort, certain components thereof including (i)
future net realized investment results (from equity method
investments with respect to adjusted revenues) and (ii) future
special items. These items are inherently uncertain and depend on
various factors, many of which are beyond Cigna's control. As such,
any associated estimate and its impact on shareholders' net income
could vary materially.
CIGNA FORWARD LOOKING STATEMENTS
This press release,
and oral statements made in connection with this release, may
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on Cigna's current expectations and
projections about future trends, events and uncertainties. These
statements are not historical facts. Forward-looking statements
include statements relating to the impact of the proposed
acquisition of MDLIVE, including, without limitation, the impact of
the transaction on Cigna's projected adjusted earnings per share,
the projected closing date for the transaction and the projected
impact of the transaction on the parties. You may identify
forward-looking statements by the use of words such as "believe,"
"expect," "plan," "intend," "anticipate," "estimate," "predict,"
"potential," "may," "should," "will" or other words or expressions
of similar meaning, although not all forward-looking statements
contain such terms.
Forward-looking statements are subject to risks and
uncertainties, both known and unknown, that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements.
Such risks and uncertainties include, but are not limited to:
receipt of the regulatory approvals necessary for the transaction;
the satisfaction or waiver of closing conditions for the
transaction; effects on the business as a result of uncertainty
surrounding the proposed transaction; as well as more specific
risks and uncertainties discussed in Cigna's most recent report on
Form 10-K, and subsequent reports available through the Investor
Relations section of www.Cigna.com. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made, are not guarantees of future performance or
results, and are subject to risks, uncertainties and assumptions
that are difficult to predict or quantify. Cigna undertakes no
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as may be required by law.
Contact:
Justine Sessions
(860) 810-6523
media@evernorth.com
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SOURCE Evernorth