Form 8-K Express Scripts Holding For: Sep 17
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): September 17, 2018
EXPRESS SCRIPTS HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-35490 | 45-2884094 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Express Way, St. Louis, MO | 63121 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code 314-996-0900
Not Applicable
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 ☐
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 8.01 | Other Events. |
On September 17, 2018, Express Scripts Holding Company and Cigna Corporation issued a press release announcing that the Antitrust Division of the United States Department of Justice has cleared its pending merger with Cigna Corporation, terminating the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated September 17, 2018. | |
Cautionary Notes on Forward Looking Statements
This communication contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. These forward-looking statements are intended to provide Cigna management’s and/or Express Scripts management’s current expectations or plans for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “may,” “should,” “see,” “guidance,” “confident” and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases and other measures of financial performance or potential future plans, strategies or transactions of Cigna or the combined company following consummation of the mergers, the anticipated benefits of the mergers, including estimated synergies, the expected timing of completion of the mergers, Cigna’s ability to obtain financing for the mergers and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, Cigna and Express Scripts claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Risks, uncertainties and other factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, risks and uncertainties detailed in Cigna’s and Express Scripts’ periodic public filings with the SEC, including those discussed in the section entitled “Risk Factors” of the registration statement and in the sections entitled “Risk Factors” in Cigna’s Annual Report on Form 10-K for the year ended December 31, 2017, Cigna’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, Express Scripts’ Annual Report on Form 10-K for the year ended December 31, 2017 and Express Scripts’ Quarterly Report on Form 10-Q for the period ended June 30, 2018, factors contained or incorporated by reference into such documents and in subsequent filings by Cigna and Express Scripts, and the following factors:
| • | the inability of Cigna and Express Scripts to obtain all of the regulatory approvals required for the mergers or the requirement to accept conditions that could reduce the anticipated benefits of the mergers as a condition to obtaining regulatory approvals; |
| • | failure to satisfy the conditions to closing provided in the merger agreement; |
| • | a longer time than anticipated to consummate the mergers; |
2
| • | problems regarding the successful integration of the businesses of Cigna and Express Scripts; |
| • | unexpected costs regarding the mergers; |
| • | restrictions on business activities during the pendency of the mergers and limitations put on Cigna’s and Express Scripts’ ability to pursue alternatives to the mergers under the merger agreement; |
| • | diversion of Cigna management’s and Express Scripts management’s attention from ongoing business operations and opportunities; |
| • | disruption from the mergers making it more difficult to maintain business and operational relationships; |
| • | potential litigation associated with the mergers; |
| • | the ability to hire and retain key personnel; |
| • | the availability of financing; |
| • | the obligation to complete the mergers even if financing is not available or is available on terms other than those currently anticipated, including financing less favorable to Cigna and New Cigna than its current commitments, due to the absence of a financing condition in connection with the mergers; |
| • | effects on the businesses as a result of uncertainty surrounding the mergers; |
| • | the possibility that the anticipated benefits from the mergers cannot be realized in full, or at all or may take longer to realize than expected, including risks associated with achieving expected synergies from the mergers; |
| • | the uncertainty of the value of the Cigna merger consideration and the Express Scripts merger consideration due to fixed exchange ratios and potential fluctuations in the market prices of Cigna common stock and Express Scripts common stock; |
| • | the possibility of the directors and officers of each of Cigna and Express Scripts generally having interests in the mergers that are different from, or in addition to, the interests of Cigna stockholders or Express Scripts stockholders, as applicable; |
| • | the possibility of changes in circumstances between the date of the signing of the merger agreement and the closing date that will not be reflected in the opinions received by the Cigna board of directors and the Express Scripts board of directors from their respective financial advisors; |
| • | the effect of the substantial additional indebtedness New Cigna will incur in connection with the mergers; |
| • | the possibility of actual results of operations, cash flows and financial position after the mergers materially differing from the unaudited pro forma condensed combined financial statements of New Cigna; |
3
| • | the difference in rights provided to New Cigna stockholders under Delaware law, the New Cigna certificate of incorporation and the New Cigna bylaws, as compared to the rights provided to Cigna stockholders under Delaware law, the Cigna certificate of incorporation and the Cigna bylaws, and to Express Scripts stockholders under Delaware law, the Express Scripts certificate of incorporation and the Express Scripts bylaws (as defined below); |
| • | the occurrence of any event giving rise to the right of a party to terminate the merger agreement; |
| • | an unexpected downgrade in Cigna’s, Express Scripts’ or New Cigna’s financial strength ratings; |
| • | the impact of debt service obligations on the availability of funds for other business purposes, and the terms and required compliance with covenants relating to Cigna’s, Express Scripts’ or New Cigna’s indebtedness; and |
| • | future industry risks that are described in SEC reports filed by Cigna and Express Scripts. |
There can be no assurance that the mergers or any other transaction described in this Current Report on Form 8-K will in fact be completed in the manner described or at all. Any forward-looking statement speaks only as of the date on which it is made, and Cigna and Express Scripts assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
4
SIGNATURE
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 thereunto duly authorized.
| EXPRESS SCRIPTS HOLDING COMPANY | ||||||
| Date: September 17, 2018 | By: | /s/ Martin Akins | ||||
| Martin Akins | ||||||
| Senior Vice President and General Counsel | ||||||
5
Exhibit 99.1
|
|
U.S. DEPARTMENT OF JUSTICE GRANTS CLEARANCE
TO CIGNA’S ACQUISITION OF EXPRESS SCRIPTS
September 17, 2018 02:49 PM Eastern Daylight Time
BLOOMFIELD, Conn. & ST. LOUIS — (BUSINESS WIRE) — Cigna Corporation (NYSE: CI) (“Cigna”) and Express Scripts Holding Company (NASDAQ: ESRX) (“Express Scripts”) today announced that the Antitrust Division of the United States Department of Justice (DOJ) has cleared their pending merger, terminating the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
“We are pleased that the Department of Justice has cleared our transaction and that we are another step closer to completing our merger and delivering greater affordability, choice and predictability to our customers and clients as a combined company,” said David Cordani, President and Chief Executive Officer of Cigna. “The value that we deliver together will help put our society on a far more sustainable path – one that helps health care professionals close gaps in care and supports our customers along their health journey.”
“Together, we believe we will be able to do even more to reduce healthcare costs, expand choice, and improve patient outcomes,” said Tim Wentworth, President and Chief Executive Officer of Express Scripts. “Today’s decision is one more important milestone in our effort to combine two innovative health services leaders into a company that will transform health care.”
The expiration of the Hart-Scott-Rodino waiting period satisfies one of the conditions necessary to the consummation of the transaction. Completion of the transaction remains subject to certain state regulatory approvals and filings required in connection with the transaction, including clearances from certain departments of insurance, and the satisfaction of all closing conditions.
To date, Cigna and Express Scripts have obtained clearances from departments of insurance in 16 states. The companies are working constructively with regulators in the remaining jurisdictions to obtain clearance for the merger.
Cigna and Express Scripts continue to anticipate that the deal will close by year-end 2018, subject to the satisfaction of all closing conditions.
About Cigna
Cigna Corporation (NYSE: CI) is a global health service company dedicated to helping people improve their health, well-being and sense of security. All products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation, including Cigna Health and Life Insurance Company, Connecticut General Life Insurance Company, Life Insurance Company of North America, Cigna Life Insurance Company of New York, or their affiliates. Such products and services include an integrated suite of health services, such as medical, dental, behavioral health, pharmacy, vision, supplemental benefits, and other related products including group life, accident and disability insurance. Cigna maintains sales capability in over 30 countries and jurisdictions, and has more than 95 million customer relationships throughout the world. To learn more about Cigna®, including links to follow us on Facebook or Twitter, visit www.cigna.com. For more information about Cigna’s proposed acquisition of Express Scripts, please visit www.advancinghealthcare.com.
About Express Scripts
Express Scripts is a healthcare opportunity company. Empowered by our legacy as an industry innovator, we dare to imagine – and deliver – a better healthcare system with improved health outcomes and lower costs. From pharmacy and medical benefits management, to specialty pharmacy care and everything in between – we uncover opportunities to make healthcare work better.
Our home base is St. Louis, but our reach extends to millions of Americans across the nation. We stand alongside our clients and partners, collaborating to develop personalized solutions that make a meaningful difference in the lives of those we serve.
We believe healthcare can do more. We are Champions For BetterSM.
For more information, visit Lab.Express-Scripts.com or follow @ExpressScripts on Twitter.
FORWARD LOOKING STATEMENTS
Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking statements include, among other things, statements of plans, objectives, expectations (financial or otherwise) or intentions, including statements concerning the potential future performance of Cigna, Express Scripts, or the combined company, the potential for new laws or regulations, or any impact of any such new laws or regulations, including on the business of Cigna, Express Scripts or the combined company, the ability to achieve the anticipated benefits of the proposed merger, on the expected timeline or at all, the timeline for deleveraging the combined company, and the ability to consummate the proposed merger, on the anticipated timeline or at all, and other statements regarding the parties’ future beliefs, expectations, plans, intentions, financial condition or performance. 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 Express Scripts or Cigna, the management of either such company, the transaction or any expected benefits of the transaction, involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Express Scripts and Cigna 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:
| • | the inability of Express Scripts and Cigna to obtain 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. |
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 Express Scripts and Cigna 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.
Contacts
Cigna Contacts
Investor Relations
Will McDowell, 215-761-4198
or
Media Relations
Ellie Polack, 860-902-4906
or
Express Scripts Contacts
Investor Relations
Ben Bier, 314-810-3115
or
Media Relations
Brian Henry, 314-684-6438