Shareholders approve merger of Aetna, Humana

20 Oct 2015 | Author: | No comments yet »

Aetna Announces Shareholder Approval in Connection with Proposed Humana Acquisition.

The Louisville, Kentucky-based company said Monday that more than 99 percent of shares voted at the meeting were in favor the deal, which was announced in July.HARTFORD, Conn., Oct 19, 2015 (BUSINESS WIRE) — Aetna AET, +1.07% announced that, at a special meeting of shareholders today, its shareholders voted to approve the issuance of Aetna common shares to Humana stockholders in connection with Aetna’s proposed acquisition of Humana.

Shareholders will get their say this week on two proposed health insurer mergers: Aetna’s $37 billion offer for Humana, and Centene’s $6.3 billion bid for Health Net.Aetna said it expects the transaction will be completed in the second half of 2016 pending closing conditions, the expiration of the federal Hart-Scott-Rodino antitrust waiting period, and regulatory approvals. The major independent proxy advisors, Institutional Shareholders Service (ISS) and Glass Lewis & Co., have given both deals a green light, and Aetna and Humana investors are scheduled to vote on Monday afternoon. Shareholders of Aetna Inc. and Humana Inc. on Monday overwhelmingly approved the companies’ proposed $37 billion merger of the rival health insurers. In evaluating the Aetna-Humana deal, regulators will try to determine whether the merger, along with that of Cigna and Anthem, will negatively affect health care consumers.

Humana Inc., headquartered in Louisville, Ky., is a leading health and well-being company focused on making it easy for people to achieve their best health with clinical excellence through coordinated care. Aetna is one of the nation’s leading diversified health care benefits companies, serving an estimated 46.7 million people with information and resources to help them make better informed decisions about their health care. The company’s strategy integrates care delivery, the member experience, and clinical and consumer insights to encourage engagement, behavior change, proactive clinical outreach and wellness for the millions of people we serve across the country. Aetna offers a broad range of traditional, voluntary and consumer-directed health insurance products and related services, including medical, pharmacy, dental, behavioral health, group life and disability plans, and medical management capabilities, Medicaid health care management services, workers’ compensation administrative services and health information technology products and services.

However, the combination of the two companies is expected to bring significant synergies,” ISS analysts wrote in their recommendation to Aetna investors. But Aetna has promised to maintain “a significant corporate presence” in Louisville, where the combined company’s Medicare, Medicaid and TRICARE insurance businesses would be based. More information regarding Humana is available to investors via the Investor Relations page of the company’s web site at, including copies of: This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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.

They also noted that the competitive merger negotiations between the major insurers in the first half of the year meant that “the deal was reached as part of a robust auction process.” Glass Lewis advisers believe the benefits of the combined company’s larger scale and diversification will bring Aetna shareholders value, because the investors will retain a 70 percent equity share of the company following the merger. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology.

For more information, see and learn about how Aetna is helping to build a healthier world. @AetnaNews This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Humana’s control. This provision may result in significant windfalls for executives,” the proxy advisory firm noted, though not with enough concern to diminish support for the deal.

Important risk factors could cause actual future events to differ materially from those currently expected by Humana’s management, including, but not limited to: the risk that a condition to closing of the proposed acquisition may not be satisfied, the risk that a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated and the outcome of various litigation matters related to the proposed acquisition. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Aetna or Humana.

Neither Aetna nor Humana 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. Copies of the documents filed with the SEC by Aetna are available free of charge on Aetna’s internet website at or by contacting Aetna’s Investor Relations Department at 860-273-2402. Federal and state regulators are expected to consider carefully how consolidation among the four major health insurers impacts not just consumers but providers across health care markets.

Anthem and Cigna have filed preliminary proxy information and are urging their shareholders to support the deal, but the firms have not yet scheduled a vote.

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