Filed by CVS Health Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Aetna Inc.
Commission File No.: 001-16095
Date: October 22, 2018
The following update was included in the Current Report on Form 8-K filed by CVS Health Corporation with the Securities and Exchange Commission on October 22, 2018.
Appointment of Chief Accounting Officer
On October 22, 2018, CVS Health Corporation (CVS Health) announced that its board of directors approved the appointment of James D. Clark as Senior Vice President Controller and Chief Accounting Officer following the closing of the proposed acquisition of Aetna Inc. (Aetna) pursuant to the previously announced Agreement and Plan of Merger, dated as of December 3, 2017, among CVS Health, Aetna and Hudson Merger Sub Corp. (the Acquisition).
Mr. Clark, age 53, currently Vice President Finance and Accounting, has been appointed as Senior Vice President Controller and Chief Accounting Officer of CVS Health effective on the closing date of the Acquisition. Mr. Clark has held his current position at CVS Health since September 2009. Prior to that, Mr. Clark spent 22 years at Deloitte & Touche LLP, including eight years as an audit partner. Mr. Clark received a B.S. in Business Administration from San Diego State University and is a certified public accountant.
As previously announced, Eva Boratto, currently CVS Healths Controller and Chief Accounting Officer, will be appointed as Executive Vice President and Chief Financial Officer of CVS Health effective on the closing date of the Acquisition.
In connection with the appointment to his new position, Mr. Clarks annual salary will be increased to $400,000, and his 2018 target annual cash incentive award will be increased to 45% of his salary. In addition, he will continue to participate in CVS Healths equity incentive plans, including annual equity incentive awards and performance-based restricted stock awards, with an aggregate target of 137% of salary.
CVS Health Names James Clark Senior Vice President and Chief
Accounting Officer Upon Closing of Aetna Acquisition
Woonsocket, RI (October 22, 2018) CVS Health (NYSE: CVS) today announced that James D. Clark, currently Vice President Finance and Accounting for CVS Health, will assume the position of Senior Vice President Controller and Chief Accounting Officer for CVS Health following the closing of the proposed acquisition of Aetna (NYSE: AET). Mr. Clark has held his current position at CVS Health for more than nine years and has more than 22 years of public accounting and financial reporting experience, including eight years as an audit partner at Deloitte & Touche LLP. Mr. Clark graduated from San Diego State University with a Bachelor of Science in Business Administration and is a certified public accountant.
About CVS Health
CVS Health is a pharmacy innovation company helping people on their path to better health. Through its more than 9,800 retail locations, more than 1,100 walk-in medical clinics, a leading pharmacy benefits manager with approximately 94 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, expanding specialty pharmacy services, and a leading stand-alone Medicare Part D prescription drug plan, the company enables people, businesses and communities to manage health in more affordable and effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
In connection with the transaction, CVS Health filed a registration statement on Form S-4 with the Securities and SEC, which includes a joint proxy statement of CVS Health and Aetna that also constitutes a prospectus of CVS Health. The registration statement was declared effective by the SEC on February 9, 2018 (the Registration Statement), and CVS Health and Aetna commenced mailing the definitive joint proxy statement/prospectus to stockholders of CVS Health and shareholders of Aetna on or about February 12, 2018 (the Joint Proxy Statement/Prospectus) and the special meeting of the stockholders of CVS Health and the shareholders of Aetna was held on March 13, 2018. INVESTORS AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain free copies of the Registration Statement and the definitive Joint Proxy Statement/Prospectus and other documents filed with the SEC by CVS Health or Aetna through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CVS Health are available free of charge within the Investors section of CVS Healths Web site at http://www.cvshealth.com/investors or by contacting CVS Healths Investor Relations Department at 800-201-0938. Copies of the documents filed with the SEC by Aetna are available free of charge on Aetnas internet website at http://www.Aetna.com or by contacting Aetnas Investor Relations Department at 860-273-0896.
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 Corporation (CVS Health) or Aetna, Inc. (Aetna). This communication may contain 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, 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 Healths and Aetnas control.
Statements in this communication regarding CVS Health and Aetna that are forward-looking, including CVS Healths and Aetnas projections as to the closing date of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 3, 2017 (Merger Agreement), among CVS Health, Aetna and Hudson Merger Sub Corp., a wholly-owned subsidiary of CVS Health (the transaction), the extent of, and the time necessary to obtain, the regulatory approvals required for the transaction, the anticipated benefits of the transaction, the impact of the transaction on CVS Healths and Aetnas businesses, the expected terms and scope of the expected financing for the transaction, the ownership percentages of CVS Healths common stock of CVS Health stockholders and Aetna shareholders at closing, the aggregate amount of indebtedness of CVS Health following the closing of the transaction, CVS Healths expectations regarding debt repayment and its debt to capital ratio following the closing of the transaction, CVS Healths and Aetnas respective share repurchase programs and ability and intent to declare future dividend payments, the number of prescriptions used by people served by the combined companies pharmacy benefit business, the synergies from the transaction, and CVS Healths, Aetnas and/or the combined companys future operating results, are based on CVS Healths and Aetnas managements estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond their control. In particular, projected financial information for the combined businesses of CVS Health and Aetna is based on estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of CVS Health and Aetna. 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 timing to consummate the proposed transaction; 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; the outcome of litigation related to the transaction; the ability to achieve the synergies and value creation contemplated; CVS Healths ability to promptly and effectively integrate Aetnas businesses; and the diversion of and attention of management of both CVS Health and Aetna on transaction-related issues.
In addition, this communication may contain forward-looking statements regarding CVS Healths or Aetnas respective businesses, financial condition and results of operations. These forward-looking statements also involve risks, uncertainties and assumptions, some of which may not be presently known to CVS Health or Aetna or that they currently believe to be immaterial also may cause CVS Healths or Aetnas actual results to differ materially from those expressed in the forward-looking statements, adversely impact their respective businesses, CVS Healths ability to complete the transaction and/or CVS Healths ability to realize the expected benefits from the transaction. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the transaction and/or CVS Health or Aetna, CVS Healths ability to successfully complete the transaction and/or realize the expected benefits from the transaction. Additional information concerning these risks, uncertainties and assumptions can be found in CVS Healths and Aetnas respective filings with the SEC, including the risk factors discussed in Item 1.A. Risk Factors in CVS Healths and Aetnas 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 any CVS Healths and Aetnas forward-looking statements. These forward-looking statements are and will be based upon managements 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.