Item 7.01
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Regulation FD Disclosure.
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On January 4, 2018, CVS Health Corporation (CVS Health)
issued a press release announcing that it is revising its outlook for the fourth quarter of 2017 and providing its full year 2018 guidance. Attached to this Current Report on Form
8-K
as Exhibit 99.1 is a copy
of CVS Healths press release dated January 4, 2018.
The information in Items 2.02 and 7.01 of this report is being furnished, not filed.
Accordingly, the information in this report will not be incorporated by reference into any registration statement filed by CVS Health under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by
reference.
No Offer or Solicitation
This
communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any
securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
In
connection with the proposed transaction between CVS Health and Aetna Inc. (Aetna), CVS Health and Aetna will file relevant materials with the Securities and Exchange Commission (the SEC), including a CVS Health registration
statement on Form
S-4
that will include a joint proxy statement of CVS Health and Aetna that also constitutes a prospectus of CVS Health, and a definitive joint proxy statement/prospectus will be mailed to
stockholders of CVS Health and shareholders of Aetna. INVESTORS AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) 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 will be 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 will be available free of charge on Aetnas internet website at http://www.Aetna.com or by contacting Aetnas Investor Relations Department at
860-273-8204.
Participants in Solicitation
CVS Health, Aetna, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transaction. Information about the directors and executive officers of CVS Health is set forth in its Annual Report on Form
10-K
for the year ended December 31, 2016
(CVS Healths Annual Report), which was filed with the SEC on February 9, 2017, its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 31, 2017, and its Current Report on
Form
8-K,
which was filed with the SEC on May 12, 2017. Information about the directors and executive officers of Aetna is set forth in its Annual Report on Form
10-K
for the year ended December 31, 2016 (Aetnas Annual Report), which was filed with the SEC on February 17, 2017, its proxy statement for its 2017 annual meeting of shareholders,
which was filed with the SEC on April 7, 2017, and its Current Reports on Form
8-K,
which were filed with the SEC on May 24, 2017 and October 2, 2017. Other information regarding the
participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
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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 or 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 for the pending acquisition of Aetna (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 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 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.
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