With No Debate, Aetna Shareholders Approve $37 Billion Deal to Buy 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. Three weeks later, rival Anthem Inc. proposed to acquire Cigna Corp. for about $47-billion in a deal that would make it the largest U.S. health insurer by membership.

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. The proposed mergers follow the implementation of President Barack Obama’s healthcare overhaul, the Affordable Care Act, which extended health insurance to millions of people. 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. After the meeting at the Hilton Garden Inn, Aetna chief executive Mark Bertolini offered no prediction when asked how Hartford employment might change, if at all, as the companies implement the $37 billion deal.

The proposed merger still must meet the approval of state insurance and federal antitrust regulators before the two companies can begin integrating their operations. The completion of this transaction remains subject to customary closing conditions, including expiration of the federal Hart-Scott-Rodino antitrust waiting period and approvals of state departments of insurance and other regulators. Just four days after the merger proposal was announced on July 3, Aetna executives on a conference call with analysts said they expected the size of Humana’s Louisville workforce to remain the same and possibly grow. Executives for both companies have maintained that they expect the deal to close in the second half of 2016. “The complementary combination of our companies brings together Humana’s leadership and expertise in the Medicare Advantage business with Aetna’s strengths in the large commercial health insurance business,” Mr. Bertolini said in his statement. “The acquisition will enable us to offer more consumers a broader choice of products, access to higher quality and more affordable care, and a better overall experience in more geographic locations across the country.”

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.

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. Some Hartford jobs held by people who manage Medicaid and Medicare programs would likely shift to Louisville, while some jobs in commercial insurance in Kentucky would likely move to Hartford, Bertolini said during that conference call. More information regarding Humana is available to investors via the Investor Relations page of the company’s web site at www.humana.com, 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 www.aetna.com 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 http://www.Aetna.com or by contacting Aetna’s Investor Relations Department at 860-273-2402. Theoretically, insurers would pass on lower prices as savings to policyholders — especially now that they must spend set amounts of their revenues on health care, under federal law. 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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