CVS HEALTH CORPORATION (NYSE:CVS) Files An 8-K Other EventsItem 8.01 Other Events.
Financial Information Related to Aetna Transaction
CVS Health Corporation (“CVS Health”) is filing this Current Report on Form 8-K to provide certain financial information with respect to Aetna Inc. (“Aetna”) and CVS Health’s proposed acquisition of Aetna. As previously disclosed in its Current Report on Form 8-K filed on December5, 2017, CVS Health, a wholly-owned subsidiary of CVS Health and Aetna entered into an Agreement and Plan of Merger dated as of December3, 2017, to which CVS Health will acquire Aetna and its subsidiaries.
Included in this Current Report on Form 8-K are (a)the audited consolidated financial statements and financial statement schedule of Aetna for the periods described in Item 8.01(a) below, the notes related thereto and the related report of KPMG LLP, Aetna’s independent registered public accounting firm and management’s report on internal control over financial reporting at December31, 2017, which are included as Exhibit 99.1 and (b)the unaudited pro forma condensed combined financial statements of CVS Health giving effect to the acquisition of Aetna as described in Item 8.01(b) below, which is included as Exhibit 99.2.
Also included in this Current Report on Form 8-K is the consent of KPMG LLP consenting to the incorporation by reference in certain of CVS Health’s Registration Statements of its report forming part of Exhibit 99.1, which is included as Exhibit 23.1.
CVS Health Auditor Consent
On February14, 2018, Ernst& Young LLP, CVS Health’s independent registered public accounting firm, provided to CVS Health a manually signed consent consenting to the incorporation by reference in certain CVS Health Registration Statements of its report dated February14, 2018 included in CVS Health’s Annual Report on Form 10-K for the year ended December31, 2017. The consent attached as Exhibit 23 to CVS Health’s Annual Report on Form 10-K inadvertently omitted the conformed electronic of Ernst& Young LLP. The executed copy of the consent, including the conformed electronic of Ernst& Young LLP, is attached as Exhibit 23.2 hereto and is incorporated by reference into the Registration Statements referenced in the consent.
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 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 Section10 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, on February9, 2018, CVS Health filed with the Securities and Exchange Commission (the “SEC”) an amendment to the registration statement on FormS-4that was originally filed on January4, 2018. The registration statement includes a joint proxy statement of CVS Health and Aetna that also constitutes a prospectus of CVS Health. The registration statement was declared effective by the SEC on February9, 2018, and CVS Health and Aetna commenced mailing the definitive joint proxy statement/prospectus to stockholders of CVS Health and shareholders of Aetna on or about February12, 2018. INVESTORS AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain free copies of the registration statement and the definitive joint proxy statement/prospectus 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 are available free of charge within the Investors section of CVS Health’s Web site at http://www.cvshealth.com/investors or by contacting CVS Health’s Investor Relations Department at800-201-0938.Copies of the documents filed with the SEC by Aetna are available free of charge on Aetna’s internet website at http://www.Aetna.com or by contacting Aetna’s Investor Relations Department at860-273-0896.
Participants in the 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 Form10-Kfor the year ended December31, 2017, which was filed with the SEC on February14, 2018, its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March31, 2017, and certain of its Current Reports on Form8-K.Information about the directors and executive officers of Aetna is set forth in its Annual Report on Form10-Kfor the year ended December31, 2017, which was filed with the SEC on February23, 2018, its proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on April7, 2017, and certain of its Current Reports on Form8-K.Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive joint proxy statement/prospectus filed with the SEC and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-LookingStatements
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 Health’s and Aetna’s control.
Statements in this communication regarding CVS Health and Aetna that are forward-looking, including CVS Health’s and Aetna’s 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 Health’s and Aetna’s businesses, the expected terms and scope of the expected financing for the transaction, the ownership percentages of CVS Health’s 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 Health’s expectations regarding debt repayment and its debt to capital ratio following the closing of the transaction, CVS Health’s and Aetna’s 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 Health’s, Aetna’s and/or the combined company’s future operating results, are based on CVS Health’s and Aetna’s 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 RegulationS-Xrelating 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 outcome of litigation related to the transaction; the ability to achieve the synergies and value creation contemplated; CVS Health’s ability to promptly and effectively integrate Aetna’s businesses; and the diversion of and attention of management of both CVS Health and Aetna on transaction-related issues.
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In addition, this communication may contain forward-looking statements regarding CVS Health’s or Aetna’s 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 Health’s or Aetna’s actual results to differ materially from those expressed in the forward-looking statements, adversely impact their respective businesses, CVS Health’s ability to complete the transaction and/or CVS Health’s 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 Health’s 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 Health’s and Aetna’s respective filings with the SEC, including the risk factors discussed in “Item 1.A. Risk Factors” in CVS Health’s and Aetna’s most recent Annual Reports on Form10-K,as updated by their Quarterly Reports on Form10-Qand future filings with the SEC.
You are cautioned not to place undue reliance on CVS Health’s and Aetna’s forward-looking statements. These forward-looking statements are and will be based upon management’s 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.
Item 8.01. Financial Statements and Exhibits.
(a) Financial statements.
The historical audited consolidated financial statements and financial statement schedule of Aetna Inc. at December31, 2017 and 2016 and for each of the years in the three-year period ended December31, 2017, the notes related thereto and the related report of KPMG LLP, Aetna’s independent registered public accounting firm and management’s report on internal control over financial reporting at December31, 2017 are filed herewith as Exhibit 99.1 and incorporated herein by reference.
(b) Pro forma financial information.
Unaudited pro forma condensed combined financial statements of CVS Health Corporation, giving effect to the acquisition of Aetna Inc., as of and for the year ended December31, 2017, are filed herewith as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits.
The following exhibits are included with this report:
CVS HEALTH Corp ExhibitEX-23.1 2 d443196dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statement (No. 333-217596) on Form S-3,…To view the full exhibit click here
About CVS HEALTH CORPORATION (NYSE:CVS)
CVS Health Corporation, together with its subsidiaries (CVS Health), is a pharmacy company. The Company operates through three business segments: Pharmacy Services, Retail/LTC and Corporate. The Company offers a range of products and services, such as advising patients on their medications at its CVS Pharmacy locations, introducing programs to help control costs for its clients at CVS Caremark, how care is delivered to its patients with conditions through CVS Specialty, pharmacy care for the senior community through Omnicare. The Pharmacy Services Segment provides a range of pharmacy benefit management (PBM) solutions. The Retail Pharmacy segment includes retail drugstores, online retail pharmacy Websites and its retail healthcare clinics.