ST. LOUIS, Aug. 16, 2018 /PRNewswire/ -- Express
Scripts (NASDAQ: ESRX) today reminded its stockholders to vote
"FOR" Express Scripts' merger agreement with Cigna (NYSE:
CI) at the Express Scripts' upcoming Special Meeting of
Stockholders (the "Special Meeting") that is scheduled to be held
on August 24, 2018, at 9:00 a.m. CT. Express Scripts stockholders who
have any questions or need assistance voting their shares should
call (800) 690-6903.
Under the terms of the merger agreement, the transaction
consideration consists of $48.75 in
cash and 0.2434 shares of stock of the combined company per Express
Scripts share. Upon closing of the transaction, Cigna stockholders
will own approximately 64% of the combined company and Express
Scripts stockholders will own approximately 36%.
Express Scripts' Board of Directors unanimously recommends that
Express Scripts' stockholders vote "FOR" the adoption of the
merger agreement with Cigna. In addition to the Board's
recommendation, Express Scripts notes that three leading
independent proxy advisory firms Institutional Shareholder Services
Inc., Glass, Lewis & Co., LLC and Egan-Jones Proxy Services
have recommended that stockholders vote "FOR" the
transaction.
The transaction is expected to be completed by December 31, 2018. It remains subject to the
approval of Cigna and Express Scripts stockholders and the
satisfaction of customary closing conditions, including applicable
regulatory approvals.
Additional materials regarding the transaction, including more
information on the strong strategic rationale and expected
financial results, are available on Cigna and Express Scripts'
joint transaction website:
https://www.advancinghealthcare.com/.
About Express Scripts
Express Scripts is a healthcare opportunity company. Empowered
by our legacy as an industry innovator, we dare to imagine – and
deliver – a better healthcare system with improved health outcomes
and lower costs. From pharmacy and medical benefits management, to
specialty pharmacy care and everything in between – we uncover
opportunities to make healthcare work better.
Our home base is St. Louis, but
our reach extends to millions of Americans across the nation. We
stand alongside our clients and partners, collaborating to develop
personalized solutions that make a meaningful difference in the
lives of those we serve.
We believe healthcare can do more. We are Champions For
BetterSM.
For more information, visit Lab.Express-Scripts.com or follow
@ExpressScripts on Twitter.
Important Information About the Transaction and Where to Find
It
In connection with the proposed transaction among Cigna, Express
Scripts and Halfmoon Parent, Inc. ("New Cigna"), New Cigna has
filed with the SEC a registration statement on Form S-4 (File No.
333-224960) that includes a joint proxy statement of Cigna and
Express Scripts (as amended, the "Form S-4"). The Form S-4 was
declared effective by the SEC on July 16,
2018 and was mailed to stockholders of Express Scripts on or
about July 17, 2018. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free copies
of the registration statement and the definitive version of the
joint proxy statement/prospectus (when it becomes available) and
other relevant documents filed by New Cigna, Cigna and Express
Scripts with the SEC at the SEC's website at www.sec.gov. Copies of
documents filed with the SEC by Cigna will be available free of
charge on Cigna's website at www.cigna.com or by contacting Cigna's
Investor Relations Department at (215) 761-4198. Copies of
documents filed with the SEC by Express Scripts will be available
free of charge on Express Scripts' website at
www.express-scripts.com or by contacting Express Scripts' Investor
Relations Department at (314) 810-3115.
Participants in the Solicitation
Cigna (and, in some instances, New Cigna) and Express Scripts
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
proposed transaction under the rules of the SEC. Investors may
obtain information regarding the names, affiliations and interests
of directors and executive officers of Cigna (and, in some
instances, New Cigna) in Cigna's Annual Report on Form 10-K for the
year ended December 31, 2017, which
was filed with the SEC on February 28,
2018, its definitive proxy statement for its 2018 Annual
Meeting, which was filed with the SEC on March 16, 2018, and the definitive joint proxy
statement/prospectus contained in the Form S-4, which was filed by
New Cigna with the SEC on May 15,
2018 and amended on June 20,
2018, July 9, 2018,
July 12, 2018 and July 16, 2018 and declared effective on
July 16, 2018. Investors may obtain
information regarding the names, affiliations and interests of
Express Scripts' directors and executive officers in Express
Scripts' Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC
on February 27, 2018, its definitive
proxy statement for its 2018 Annual Meeting, which was filed with
the SEC on March 29, 2018, and the
preliminary joint proxy statement/prospectus contained in the Form
S-4, which was filed by New Cigna with the SEC on May 15, 2018 and amended on June 20, 2018. You may obtain free copies of
these documents at the SEC's website at www.sec.gov. Copies of
documents filed with the SEC by Cigna will be available free of
charge on Cigna's website at www.cigna.com or by contacting Cigna's
Investor Relations Department at (215) 761-4198. Copies of
documents filed with the SEC by Express Scripts will be available
free of charge on Express Scripts' website at
www.express-scripts.com or by contacting Express Scripts' Investor
Relations Department at (314) 810-3115. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is contained in the joint proxy statement/prospectus and
will be contained in other relevant materials to be filed with the
SEC regarding the proposed transaction if and when they become
available. Investors should read the definitive joint proxy
statement/prospectus carefully and in its entirety before making
any voting or investment decisions.
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.
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
management's and/or Express Scripts management's 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, Cigna's 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 Cigna's 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 Cigna's Annual Report on Form 10-K for the year ended
December 31, 2017, Cigna's 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:
- the inability of Cigna and Express Scripts to obtain
stockholder or regulatory approvals required for the mergers or the
requirement to accept conditions that could reduce the anticipated
benefits of the mergers as a condition to obtaining regulatory
approvals;
- failure to satisfy the conditions to closing provided in the
merger agreement;
- a longer time than anticipated to consummate the mergers;
- problems regarding the successful integration of the businesses
of Cigna and Express Scripts;
- unexpected costs regarding the mergers;
- restrictions on business activities during the pendency of the
mergers and limitations put on Cigna's and Express Scripts' ability
to pursue alternatives to the mergers under the merger
agreement;
- diversion of Cigna management's and Express Scripts
management's attention from ongoing business operations and
opportunities;
- disruption from the mergers making it more difficult to
maintain business and operational relationships;
- potential litigation associated with the mergers;
- the ability to hire and retain key personnel;
- the availability of financing;
- the obligation to complete the mergers even if financing is not
available or is available on terms other than those currently
anticipated, including financing less favorable to Cigna and New
Cigna than its current commitments, due to the absence of a
financing condition in connection with the mergers;
- effects on the businesses as a result of uncertainty
surrounding the mergers;
- the possibility that the anticipated benefits from the mergers
cannot be realized in full, or at all or may take longer to realize
than expected, including risks associated with achieving expected
synergies from the mergers;
- the uncertainty of the value of the Cigna merger consideration
and the Express Scripts merger consideration due to fixed exchange
ratios and potential fluctuations in the market prices of Cigna
common stock and Express Scripts common stock;
- the possibility of the directors and officers of each of Cigna
and Express Scripts generally having interests in the mergers that
are different from, or in addition to, the interests of Cigna
stockholders or Express Scripts stockholders, as applicable;
- the possibility of changes in circumstances between the date of
the signing of the merger agreement and the closing date that will
not be reflected in the opinions received by the Cigna board of
directors and the Express Scripts board of directors from their
respective financial advisors;
- the effect of the substantial additional indebtedness New Cigna
will incur in connection with the mergers;
- the possibility of actual results of operations, cash flows and
financial position after the mergers materially differing from the
unaudited pro forma condensed combined financial statements of New
Cigna;
- the difference in rights provided to New Cigna stockholders
under Delaware law, the New Cigna
certificate of incorporation and the New Cigna bylaws, as compared
to the rights provided to Cigna stockholders under Delaware law, the Cigna certificate of
incorporation and the Cigna bylaws, and to Express Scripts
stockholders under Delaware law,
the Express Scripts certificate of incorporation and the Express
Scripts bylaws (as defined below);
- the occurrence of any event giving rise to the right of a party
to terminate the merger agreement;
- an unexpected downgrade in Cigna's, Express Scripts' or New
Cigna's financial strength ratings;
- the impact of debt service obligations on the availability of
funds for other business purposes, and the terms and required
compliance with covenants relating to Cigna's, Express Scripts' or
New Cigna's indebtedness; and
- future industry risks that are described in SEC reports filed
by Cigna and Express Scripts.
There can be no assurance that the mergers or any other
transaction described in this joint proxy statement/prospectus will
in fact be completed in the manner described or at all. Any
forward-looking statement speaks only as of the date on which it is
made, and Cigna and Express Scripts assume no obligation to update
or revise such statement, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements.
Express Scripts Contacts
Investor Relations
Ben
Bier, 314-810-3115
Media Relations
Brian
Henry, 314-684-6438
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SOURCE Express Scripts