SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 2018
Cigna Corporation
(Exact name of registrant as specified
in its charter)
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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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900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(860) 226-6000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD
Disclosure.
As previously announced, on March 8, 2018, Cigna Corporation ("Cigna" or the "Company") entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with Express Scripts Holding Company, a Delaware corporation
("Express Scripts"), Halfmoon Parent, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cigna ("Holdco"), Halfmoon I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco, and Halfmoon II, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Holdco, pursuant to which, subject to the conditions of the Merger Agreement, Holdco will acquire Express Scripts in a cash and stock transaction.
On December 18, 2018, Cigna and Express Scripts received regulatory approval from the State of New Jersey for the transaction. All required regulatory approvals now have been received and the parties expect to close the
transaction on December 20, 2018, subject to the satisfaction of all other closing conditions.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such a filing.
FORWARD LOOKING STATEMENTS
Information included in this communication, and information which may be contained in other filings with the Securities and Exchange Commission
(the “SEC”) and other public statements, contains or may contain forward-looking statements. These forward-looking statements include, among other things, statements of plans, objectives, expectations or intentions, including statements concerning
the ability to consummate the proposed merger, on the anticipated timeline or at all, and other statements regarding the parties' future beliefs, expectations, plans or intentions. 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.
Forward-looking statements, including as they relate to Cigna or Express Scripts, the proposed transaction, or the timing of closing, involve risks and uncertainties, both known and unknown. Actual results may differ significantly from those
projected or suggested in any forward-looking statements. Cigna and Express Scripts do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with
the following: any change in the anticipated timing of the closing of the merger, 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; problems regarding the successful integration of the businesses of Cigna and Express Scripts; 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 Cigna and Express Scripts, 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 Cigna and Express Scripts.
You should carefully consider these and other relevant factors, including those risk factors in this communication and other risks and
uncertainties that affect the businesses of Cigna and Express Scripts described in their respective filings with the SEC, when reviewing any forward-looking statement. These factors are noted for investors as permitted under the Private Securities
Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider the foregoing list, or the risks identified in SEC filings, to be a complete discussion
of all potential risks or uncertainties, and should not place undue reliance on forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Cigna Corporation
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Date: December 19, 2018
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By:
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/s/ Nicole S. Jones
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Nicole S. Jones
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Executive Vice President and General Counsel
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