Aetna Shareholders Overwhelmingly Approve Proposed Acquisition by CVS Health
March 13 2018 - 11:30AM
Business Wire
At today’s special meeting of Aetna (NYSE: AET) shareholders,
approximately 97 percent of the votes cast, and over 77 percent of
the 326,942,525 shares outstanding and entitled to vote, voted to
approve and adopt the agreement and plan of merger dated as of
December 3, 2017, as it may be amended from time to time, pursuant
to which CVS Health (NYSE: CVS) has agreed to acquire Aetna. Under
the agreement, upon completion of the transaction Aetna
shareholders will receive $145 in cash and 0.8378 of a CVS Health
share for each Aetna share, which was valued at $207.94 in the
aggregate based on the closing price of CVS Health stock on
December 1, 2017.
Completion of the transaction remains subject to customary
closing conditions, including expiration of the federal
Hart-Scott-Rodino antitrust waiting period and approvals of certain
state departments of insurance and other regulators. The companies
continue to expect that the transaction will be completed in the
second half of 2018.
About Aetna
Aetna is one of the nation's leading diversified health care
benefits companies, serving an estimated 37.9 million people with
information and resources to help them make better informed
decisions about their health care. Aetna offers a broad range of
traditional, voluntary and consumer-directed health insurance
products and related services, including medical, pharmacy, dental,
and behavioral health plans, medical management capabilities,
Medicaid health care management services, workers' compensation
administrative services and health information technology products
and services. Aetna's customers include employer groups,
individuals, college students, part-time and hourly workers, health
plans, health care providers, governmental units,
government-sponsored plans, labor groups and expatriates. For more
information, see www.aetna.com and learn about how Aetna is helping
to build a healthier world. @AetnaNews
Cautionary Statement Regarding
Forward-Looking Statements
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 press release
contains 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 press release 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”), 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. 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 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; and
the outcome of litigation related to the transaction. Other
important risk factors include: a downgrade in CVS Health’s or
Aetna’s financial ratings; and adverse impacts from any failure to
raise the U.S. Federal government’s debt ceiling or any sustained
U.S. Federal government shut down. 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 Form 10-K,
as updated by their Quarterly Reports on Form 10-Q and 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20180313006007/en/
AetnaMedia Contact:T.J. Crawford,
212-457-0583crawfordt2@aetna.comorInvestor Contact:Joe
Krocheski, 860-273-0896krocheskij@aetna.com
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