Aetna Inc. (NASDAQ:AET) Files An 8-K Entry into a Material Definitive Agreement

Aetna Inc. (NASDAQ:AET) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on July 2, 2015, Aetna Inc. (Aetna),
Humana Inc. (Humana), Echo Merger Sub, Inc., a wholly-owned
subsidiary of Aetna (Merger Sub 1), and Echo Merger Sub, LLC, a
wholly-owned subsidiary of Aetna (Merger Sub 2), entered into an
Agreement and Plan of Merger (the Merger Agreement), to which,
subject to the satisfaction or waiver of certain conditions,
Merger Sub 1 will be merged with and into Humana, with Humana
surviving the merger as a wholly-owned subsidiary of Aetna (the
First Merger), and immediately following the First Merger, Humana
will be merged with and into Merger Sub 2, with Merger Sub 2
surviving the merger as a wholly-owned subsidiary of Aetna.
On December 21, 2016, to Section 11.03 of the Merger Agreement,
Aetna, Merger Sub 1, Merger Sub 2 and Humana entered into a
letter agreement (the Letter Agreement) to which Aetna and Humana
each agreed, in order to extend the End Date (as defined in the
Merger Agreement), to waive until 11:59 p.m. (Eastern time) on
February 15, 2017 its right to terminate the Merger Agreement due
to a failure of the Mergers to have been completed on or before
December 31, 2016.
The foregoing description of the Letter Agreement is qualified in
its entirety by reference to the Letter Agreement, a copy of
which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1
Letter Agreement, dated as of December 21, 2016, among
Aetna Inc., Echo Merger Sub, Inc., Echo Merger Sub, LLC and
Humana Inc.


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