Cigna Corporation (NYSE:CI) Files An 8-K Other Events
Item 8.01 Other Events.
On February 8, 2017, Cigna Corporation (“Cigna”) issued a press
release commenting on the ruling of the U.S. District Court for
the District of Columbia enjoining the proposed merger between
Cigna and Anthem, Inc. A copy of Cigna’s press release is
attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
release commenting on the ruling of the U.S. District Court for
the District of Columbia enjoining the proposed merger between
Cigna and Anthem, Inc. A copy of Cigna’s press release is
attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
Exhibit No.
|
Description
|
|
99.1
|
Press release dated February 8, 2017
|
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
NO OFFER OR SOLICITATION
This communication is neither an offer to buy, nor a solicitation
of an offer to sell, subscribe for or buy any securities or the
solicitation of any vote or approval in any jurisdiction to or in
connection with the proposed transactions 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.
of an offer to sell, subscribe for or buy any securities or the
solicitation of any vote or approval in any jurisdiction to or in
connection with the proposed transactions 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, Anthem has filed
with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4, including Amendment No. 1
thereto, containing a preliminary joint proxy statement of Anthem
and Cigna that also constitutes a preliminary prospectus of
Anthem. The registration statement was declared effective by the
SEC on October 26, 2015. Each of Anthem and Cigna commenced
mailing a definitive joint proxy statement/prospectus to its
shareholders on or about October 28, 2015. This communication is
not a substitute for the registration statement, definitive joint
proxy statement/prospectus or any other document that Anthem
and/or Cigna have filed or may file with the SEC in connection
with the proposed transaction. SECURITY HOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC,
INCLUDING THE REGISTRATION STATEMENT ON FORM S-4 AND THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The
registration statement, the definitive joint proxy
statement/prospectus and other relevant materials and any other
documents filed or furnished by Cigna or Anthem with the SEC may
be obtained free of charge at the SEC’s web site at www.sec.gov.
In addition, security holders may obtain free copies of the
registration statement and the definitive joint proxy
statement/prospectus from Cigna by going to its investor
relations page on its corporate web site at www.cigna.com or by
contacting Cigna’s investor relations department at 215-761-4198
and from Anthem by going to its investor relations page on its
corporate web site at www.antheminc.com or by contacting
Anthem’s investor relations department at 317-488-6181.
with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4, including Amendment No. 1
thereto, containing a preliminary joint proxy statement of Anthem
and Cigna that also constitutes a preliminary prospectus of
Anthem. The registration statement was declared effective by the
SEC on October 26, 2015. Each of Anthem and Cigna commenced
mailing a definitive joint proxy statement/prospectus to its
shareholders on or about October 28, 2015. This communication is
not a substitute for the registration statement, definitive joint
proxy statement/prospectus or any other document that Anthem
and/or Cigna have filed or may file with the SEC in connection
with the proposed transaction. SECURITY HOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC,
INCLUDING THE REGISTRATION STATEMENT ON FORM S-4 AND THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The
registration statement, the definitive joint proxy
statement/prospectus and other relevant materials and any other
documents filed or furnished by Cigna or Anthem with the SEC may
be obtained free of charge at the SEC’s web site at www.sec.gov.
In addition, security holders may obtain free copies of the
registration statement and the definitive joint proxy
statement/prospectus from Cigna by going to its investor
relations page on its corporate web site at www.cigna.com or by
contacting Cigna’s investor relations department at 215-761-4198
and from Anthem by going to its investor relations page on its
corporate web site at www.antheminc.com or by contacting
Anthem’s investor relations department at 317-488-6181.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Statements in this document regarding the merger agreement and
the transactions related thereto, future growth, business
strategy, strategic or operational initiatives, and any other
statements about the Company’s future expectations, beliefs,
goals, plans or prospects constitute forward looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. 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.
the transactions related thereto, future growth, business
strategy, strategic or operational initiatives, and any other
statements about the Company’s future expectations, beliefs,
goals, plans or prospects constitute forward looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. 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.
There are a number of important factors that could cause actual
results or events to differ materially from those indicated by
such forward looking statements, including: ongoing litigation
with respect to the ruling, including any action by Anthem to
appeal the ruling; potential adverse reactions or changes to
business or employee relationships, including those resulting
from the announcement of the ruling; competitive responses to the
ruling; the inability to retain key personnel; the timing and
likelihood of completion of the proposed merger, including the
timing, receipt and terms and conditions of any required
governmental and regulatory approvals for the proposed merger
that could reduce anticipated benefits or cause the parties to
abandon the transaction; the possibility that the proposed merger
does not close, including due to the failure to satisfy the
closing conditions; the risk that unexpected costs will be
incurred; our ability to achieve our financial, strategic and
operational plans or initiatives; our ability to predict and
manage medical costs and price effectively and develop and
maintain good relationships with physicians, hospitals and other
health care providers; the impact of modifications to our
operations and processes, including those in our disability
business; our ability to identify potential strategic
acquisitions or transactions and realize the expected benefits of
such transactions; the substantial level of government regulation
over our business and the potential effects of new laws or
regulations, or changes in existing laws or regulations; the
outcome of litigation, regulatory audits, including the CMS
review and sanctions, investigations and actions and/or guaranty
fund assessments; uncertainties surrounding participation in
government-sponsored programs such as Medicare; the effectiveness
and security of our information technology and other business
systems; and unfavorable industry, economic or political
conditions, including foreign currency movements; any changes in
general economic and/or industry specific conditions, as well as
more specific risks and uncertainties. Such other risks and
uncertainties are discussed in our most recent report on Form
10-K and subsequent reports on Forms 10-Q and 8-K available on
the Investor Relations section of www.cigna.com as well as on
Anthem’s most recent report on Form 10-K and subsequent reports
on Forms 10-Q and 8-K available on the Investor Relations section
of www.antheminc.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.
results or events to differ materially from those indicated by
such forward looking statements, including: ongoing litigation
with respect to the ruling, including any action by Anthem to
appeal the ruling; potential adverse reactions or changes to
business or employee relationships, including those resulting
from the announcement of the ruling; competitive responses to the
ruling; the inability to retain key personnel; the timing and
likelihood of completion of the proposed merger, including the
timing, receipt and terms and conditions of any required
governmental and regulatory approvals for the proposed merger
that could reduce anticipated benefits or cause the parties to
abandon the transaction; the possibility that the proposed merger
does not close, including due to the failure to satisfy the
closing conditions; the risk that unexpected costs will be
incurred; our ability to achieve our financial, strategic and
operational plans or initiatives; our ability to predict and
manage medical costs and price effectively and develop and
maintain good relationships with physicians, hospitals and other
health care providers; the impact of modifications to our
operations and processes, including those in our disability
business; our ability to identify potential strategic
acquisitions or transactions and realize the expected benefits of
such transactions; the substantial level of government regulation
over our business and the potential effects of new laws or
regulations, or changes in existing laws or regulations; the
outcome of litigation, regulatory audits, including the CMS
review and sanctions, investigations and actions and/or guaranty
fund assessments; uncertainties surrounding participation in
government-sponsored programs such as Medicare; the effectiveness
and security of our information technology and other business
systems; and unfavorable industry, economic or political
conditions, including foreign currency movements; any changes in
general economic and/or industry specific conditions, as well as
more specific risks and uncertainties. Such other risks and
uncertainties are discussed in our most recent report on Form
10-K and subsequent reports on Forms 10-Q and 8-K available on
the Investor Relations section of www.cigna.com as well as on
Anthem’s most recent report on Form 10-K and subsequent reports
on Forms 10-Q and 8-K available on the Investor Relations section
of www.antheminc.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.
About Cigna Corporation (NYSE:CI)
Cigna Corporation (Cigna), together with its subsidiaries, is a health services company. The Company offers medical, dental, disability, life and accident insurance and related products and services. The Company’s segments include Global Health Care, Global Supplemental Benefits, Group Disability and Life, Other Operations and Corporate. The Global Health Care segment aggregates the commercial and Government operating segments. The Global Supplemental Benefits segment offers supplemental health, life and accident insurance products primarily in Asia, Europe and the United States. The Company’s Global Supplemental Benefits segment offers supplemental health, life and accident insurance products primarily in Asia, Europe and the United States. Its products are offered through employers and other groups, such as Governmental and non-Governmental organizations, unions and associations. Cigna also offers commercial health and dental insurance, and Medicare and Medicaid products and health. Cigna Corporation (NYSE:CI) Recent Trading Information
Cigna Corporation (NYSE:CI) closed its last trading session down -0.06 at 147.84 with 652,860 shares trading hands.
