Humana Inc. (NASDAQ:HUM) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
As previously disclosed, on July2, 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 December21, 2016, to Section11.03 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 February15, 2017 its right to terminate the
Merger Agreement due to a failure of the Mergers to have been
completed on or before December31, 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.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
|
ExhibitNo. |
Description |
|
| 10.1 |
Letter Agreement, dated as of December21, 2016, between Aetna Inc., Echo Merger Sub, Inc., Echo Merger Sub, LLC and Humana Inc. |
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