ANTHEM, INC. (NYSE:ANTX) Files An 8-K Termination of a Material Definitive Agreement
Item1.02
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Termination of a Material Definitive Agreement. |
As previously disclosed, on April28, 2017, the U.S. Circuit Court
of Appeals for the District of Columbia affirmed the ruling of
the U.S. District Court for the District of Columbia, which
blocks Anthem, Inc.s (the Company) proposed acquisition of Cigna
Corporation (Cigna). On May11, 2017, the Delaware Court of
Chancery ruled that it will deny the Companys motion for a
preliminary injunction to enjoin Cigna from terminating the
Merger Agreement but stayed its ruling pending the Companys
determination as to whether or not to seek an appeal.
Consequently, on May12, 2017, the Company delivered to Cigna a
notice terminating the Agreement and Plan of Merger (the Merger
Agreement), dated as of July23, 2015, by and among the Company,
Cigna and a direct wholly owned subsidiary of the Company.
The foregoing description of the Merger Agreement is subject to,
and is qualified in its entirety by, the full text of the Merger
Agreement, which was filed as Exhibit 2.1 to the Current Report
filed by the Company on July27, 2015, and which is incorporated
herein by reference.
Section7Regulation FD
Item7.01Regulation FD Disclosure.
On May12, 2017, the Company issued a press release in response to
the decision by the Delaware Court of Chancery denying the
Companys motion for a preliminary injunction and announcing the
termination of the Merger Agreement. A copy of the press release
is furnished as Exhibit 99.1 to this report.
None of the information furnished in Item7.01 or Exhibit 99.1
hereto shall be deemed to be filed for purposes of Section18 of
the Securities Exchange Act of 1934, as amended. Unless expressly
set forth by specific reference in such filings, none of the
information furnished in this report shall be incorporated by
reference in any filing under the Securities Act of 1933, as
amended, whether made before or after the date hereof and
regardless of any general incorporation language in such filings.
Section9Financial Statements and Exhibits
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is being furnished herewith:
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Exhibit No. |
Exhibit |
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| 99.1 | Press Release dated May 12, 2017. |
ANTHEM, INC. (NYSE:ANTX) Recent Trading Information
ANTHEM, INC. (NYSE:ANTX) closed its last trading session down -0.03 at 51.50 with shares trading hands.