Form 8-K AETNA INC /PA/ For: Mar 15
UNITED STATES
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): | March 15, 2018 (March 13, 2018) |
Aetna Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania | 1-16095 | 23-2229683 |
(State or other jurisdiction of | (Commission | (IRS Employer |
incorporation) | File Number) | Identification No.) |
151 Farmington Avenue, Hartford, CT | 06156 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: | (860) 273-0123 |
Former name or former address, if changed since last report: | N/A |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o | |
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. o | |
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of shareholders (the “Special Meeting”) of Aetna Inc. (“Aetna”) was held on March 13, 2018. A total of 261,033,608 Aetna common shares, out of a total of 326,942,525 Aetna common shares outstanding and entitled to vote as of the close of business on February 5, 2018 (the record date for the Special Meeting), were present in person or represented by proxy. A summary of the voting results for each of the following proposals, each of which is described in detail in the joint proxy statement/prospectus of Aetna and CVS Health Corporation, a Delaware corporation (“CVS Health”), dated February 9, 2018, which was first mailed to Aetna’s shareholders on or about February 12, 2018, is set forth below:
Proposal 1. Approval and Adoption of the Merger Agreement
Aetna’s shareholders approved and adopted the Agreement and Plan of Merger, dated as of December 3, 2017, as it may be amended from time to time, among CVS Health, Hudson Merger Sub Corp., a Pennsylvania corporation and wholly-owned subsidiary of CVS Health, and Aetna (the “Merger Agreement”). There were no broker non-votes. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions”:
Votes For | Votes Against | Abstentions | ||
252,533,999 | 6,483,228 | 2,016,381 | ||
Proposal 2. Adjournment of the Special Meeting
Because a quorum was present at the Special Meeting and Proposal 1 received the affirmative vote of holders of a majority of the outstanding Aetna common shares entitled to vote on Proposal 1, the vote on the proposal to approve the adjournment from time to time of the Special Meeting if necessary to solicit additional proxies if there had not been sufficient votes to approve and adopt the Merger Agreement was not called.
Proposal 3. Approval, on an Advisory (Non-Binding) Basis, of Compensation Payments
Aetna’s shareholders approved, on an advisory (non-binding) basis, the compensation that will or may be paid or provided by Aetna to its named executive officers in connection with the merger of Hudson Merger Sub Corp. with and into Aetna. There were no broker non-votes. The following were the tabulated votes “For” and “Against” this proposal as well as the number of “Abstentions”:
Votes For | Votes Against | Abstentions | ||
241,133,818 | 17,135,601 | 2,764,189 | ||
Section 8 - Other Events
Item 8.01 Other Events.
On March 13, 2018, Aetna issued a press release announcing Aetna shareholder approval of Proposal 1 at the Special Meeting. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
INDEX TO EXHIBITS | |
Exhibit Number | Description |
99.1 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Aetna Inc. | |
Date: March 15, 2018 | By: | /s/ Heather Dixon |
Name: Heather Dixon | ||
Title: Vice President, Controller and Chief Accounting Officer | ||
Exhibit 99.1
 | Media Contact: T.J. Crawford 212-457-0583 | |
Investor Contact: Joe Krocheski 860-273-0896 | ||
News Release _________________________________________________________
AETNA SHAREHOLDERS OVERWHELMINGLY APPROVE PROPOSED ACQUISITION BY CVS HEALTH
HARTFORD, Conn., Mar. 13, 2018 - 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,”
Aetna/2
“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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