Delaware
(State or other jurisdiction of incorporation)
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1-08323
(Commission File Number)
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06-1059331
(IRS Employer
Identification No.)
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the inability of Express Scripts and Cigna to obtain stockholder or regulatory approvals required for the merger or the requirement to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals;
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the possibility that the anticipated benefits from the merger (including anticipated synergies) cannot be realized in full, or at all or may take longer to realize than expected;
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a longer time than anticipated to consummate the proposed merger;
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problems regarding the successful integration of the businesses of Express Scripts and Cigna;
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unexpected costs regarding the proposed merger;
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diversion of management's attention from ongoing business operations and opportunities;
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potential litigation associated with the proposed merger;
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the ability to retain key personnel;
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the availability of financing;
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effects on the businesses as a result of uncertainty surrounding the proposed merger;
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the ability of the combined company to achieve financial, strategic and operational plans and initiatives;
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the ability of the combined company to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers;
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the impact of modifications to the combined company's operations and processes;
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the ability of the combined company to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions;
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the substantial level of government regulation over the combined company's business and the potential effects of new laws or regulations or changes in existing laws or regulations;
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the outcome of litigation relating to the businesses of Express Scripts and Cigna, regulatory audits, investigations, actions and/or guaranty fund assessments;
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uncertainties surrounding participation in government-sponsored programs such as Medicare;
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the effectiveness and security of the combined company's information technology and other business systems;
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unfavorable industry, economic or political conditions, including foreign currency movements;
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acts of war, terrorism, natural disasters or pandemics; and
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the industry may be subject to future risks that are described in SEC reports filed by Express Scripts and Cigna.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Cigna Corporation
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Date: August 13, 2018
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By: /s/ Eric P. Palmer
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Eric P. Palmer
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Executive Vice President and
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Chief Financial Officer
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(Principal Financial Officer)
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"…[W]e find the proposed merger both strategically and financially compelling, structured in a reasonable manner from a valuation standpoint for Cigna shareholders."
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"The merger represents an attractive opportunity to create a more diverse and integrated business model in the evolving health care services industry which will be better positioned to serve consumers, adapt to competitive and structural challenges, respond to regulatory changes, capitalize on growth opportunities and potentially realize significant incremental cost savings and operational efficiencies."
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"Factoring in the significant synergy potential and earnings accretion forecasted by Cigna, we believe the merger represents an attractive value proposition for Cigna and its shareholders."
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"We also have confidence in the combined management team to navigate the evolving health care industry while drawing upon their transaction integration experience with the objective of delivering accretive returns for shareholders."
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"Based on these factors, along with the support of the board, we believe the proposed stock issuance for the merger is in the best interests of shareholders."
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the inability of Express Scripts and Cigna to obtain stockholder or regulatory approvals required for the merger or the requirement to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals;
|
|
the possibility that the anticipated benefits from the merger (including anticipated synergies) cannot be realized in full, or at all or may take longer to realize than expected;
|
|
a longer time than anticipated to consummate the proposed merger;
|
|
problems regarding the successful integration of the businesses of Express Scripts and Cigna;
|
|
unexpected costs regarding the proposed merger;
|
|
diversion of management's attention from ongoing business operations and opportunities;
|
|
potential litigation associated with the proposed merger;
|
|
the ability to retain key personnel;
|
|
the availability of financing;
|
|
effects on the businesses as a result of uncertainty surrounding the proposed merger;
|
|
the ability of the combined company to achieve financial, strategic and operational plans and initiatives;
|
|
the ability of the combined company 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 the combined company's operations and processes;
|
|
the ability of the combined company to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions;
|
|
the substantial level of government regulation over the combined company's business and the potential effects of new laws or regulations or changes in existing laws or regulations;
|
|
the outcome of litigation relating to the businesses of Express Scripts and Cigna, regulatory audits, investigations, actions and/or guaranty fund assessments;
|
|
uncertainties surrounding participation in government-sponsored programs such as Medicare;
|
|
the effectiveness and security of the combined company's information technology and other business systems;
|
|
unfavorable industry, economic or political conditions, including foreign currency movements;
|
|
acts of war, terrorism, natural disasters or pandemics; and
|
|
the industry may be subject to future risks that are described in SEC reports filed by Express Scripts and Cigna.
|