Market Overview

Cigna Reiterates Support for Proposed Merger with Express Scripts


Combined Company Will Grow Shareholder Value and Transform Healthcare
In an Increasingly Demanding Healthcare Environment

Cigna Corporation (NYSE:CI) ("Cigna" or the "Company") issued the
following letter to stockholders in response to the letter released by
Carl C. Icahn about the Company's proposed merger with Express Scripts
Holding Company (NASDAQ:ESRX) ("Express Scripts").

Dear Cigna Shareholders:

Cigna strongly disagrees with Mr. Icahn, who has recently chosen to
publicly object to our previously announced merger with Express Scripts. The
Board recommends that Cigna shareholders vote "FOR" the combination with
Express Scripts.

In the nearly five months since the merger announcement on March 8,
2018, neither Mr. Icahn nor his representatives have contacted Cigna or
otherwise offered their views. Moreover, Mr. Icahn has disclosed that he
only owns approximately one half of one percent of Cigna's stock and has
a "substantial" short position in Express Scripts.

Cigna believes that the proposed combination will create tremendous
value for shareholders, accelerate the transformation of healthcare and
address the dynamic regulatory environment for health services. Mr.
Icahn, on the other hand, has made a speculative financial bet against
the transaction in the hopes that he can create a gain at the expense of
Cigna and Express Scripts shareholders. Mr. Icahn's opposition is
misguided and short-sighted. Moreover, the assertions in Mr. Icahn's
letter are value destructive and demonstrate a clear lack of
understanding of the dynamics of the healthcare industry.

Mr. Icahn does not represent the interests of
Cigna shareholders
. Mr. Icahn has made clear through
his recent and limited entry into Cigna stock and "substantial" short
position in Express Scripts that his motives are not aligned with
Cigna's shareholders and he has no interest in creating value for
shareholders (other than himself). It is not clear that Mr. Icahn even
believes his own rhetoric and so-called concerns with the Express
Scripts business model. In fact, nine of his businesses renewed their
PBM contract with Express Scripts within the last year.

The letter demonstrates an uninformed view of
the current healthcare marketplace and Cigna's strategy
Mr. Icahn appears to believe that a multi-year partnership with an
existing PBM provider would be preferable to the announced transaction.
There are a number of issues with this view.

First and foremost, it demonstrates a complete lack of understanding of
Cigna's business model and how we win in the marketplace. The integrated
medical, pharmacy and behavioral services model has been the cornerstone
of Cigna's long-term strategy. It allows us to improve health on the
front end, thereby decreasing the need for acute medical services and
lowering costs. We will not be able to inoculate ourselves from changes
in the dynamic marketplace by sitting on the sidelines and hoping that
others figure it out – nor would we want to. In fact, with respect to
pharmacy, costs have rapidly risen from approximately 10% of the total
healthcare equation to almost 25% and as such present a critical and
sustained opportunity for innovation and value creation for our clients
and customers.

Furthermore, the notion that we can negotiate a complex multi-year
agreement with a third party that will allow us to deliver attractive
PBM affordability to our clients and customers while the rest of the
industry reformats itself is naïve at best. We have first-hand knowledge
as a PBM operator that these arrangements are complex and that it would
be exceedingly difficult to draft a static contract that benefits Cigna
in all scenarios in a changing environment. This is one of the reasons
why the next logical step to meaningfully accelerate our strategy and
reduce healthcare costs is to expand our pharmaceutical services by
fully acquiring Express Scripts.

Finally, Cigna operates in a highly regulated healthcare environment,
where regulatory and competitive change is constant as demonstrated by
the adoption and evolution of the ACA, the rise of the public and
private exchanges, hospital systems taking on more insurance risk and
employers contracting directly with hospital systems. Each of these
changes brought with it a regulatory or competitive threat to the
current model – whether the threat of a shrinking employer market or the
threat of disintermediation of insurers. The only constant in healthcare
is that unsustainable cost increases are creating disruptive changes in
the environment. Cigna has sought to embrace these changes and innovate
in order to find opportunities for growth in this dynamic landscape. As
a result, during a period of unprecedented changes in the healthcare
environment, Cigna has delivered double-digit
top-line and bottom-line growth over an 8-year period, 384% cumulative
total shareholder returns from December 31, 2009 through June 30, 2018
and leading U.S. total medical cost trend results (less than 3% in 2017
– representing the lowest in the industry).

Our combination with Express Scripts will give Cigna the scale to more
effectively address regulatory change and drive transformation in
pharmaceutical pricing that works for our model – while at
the same time giving us the vast capabilities of Express Scripts to
deliver superior and differentiated pharmacy services to our clients and
customers in a sustainable non-disruptive fashion that allow us to
compete or partner with others in the market from a position of
strength. The combination also allows us to make definitive moves to
tackle the underlying issues that are causing the disruptive regulatory
changes – the unsustainable costs increases in healthcare. As industry
leaders in cost trend management, Cigna and Express Scripts have set the
strategic goal to lower medical and pharmacy trend to a level at or
below Consumer-Price Index by 2021.

  • "ESRX is a strategic platform acquisition for CI to drive industry
    leading total cost trend across medical and pharmacy, particularly
    with the increasing importance of Specialty Pharmacy. ESRX offers CI a
    combined platform at scale that can compete with the new Big 4: UNH
    with Optum Rx, ANTM with Ingenio Rx, and AET with CVS. The deal is not
    about CI's outsourced relationship for its own membership, but as a
    broader imperative across all segments and geographies for Employer,
    Health plan and Government. Value based care discussions are now
    evolving from providers to outcomes based payments for drug

    – Ana Gupte, Leerink (3/26/18)
  • "We are supportive of the [Cigna and Express Scripts] deal… We do
    understand, respect, and buy into the concept that if you have scale
    on the managed care side and scale on the pharmaceutical benefit
    management side, that through better data analytics you can actually
    lower the per member per month cost by, we think, $20 or 5% per member
    per month and since Cigna is mostly an ASO business that'll mostly get
    passed onto customers. So this merger will actually be pro-competitive
    and pro-customer."

    Glenview Capital CEO Larry
    Robbins, a Cigna and Express Scripts investor, in a CNBC interview
  • "Should its acquisition of ESRX close, giving CI the power of
    formulary management at scale for more than 25%
    of the US population
    (>80mn PBM lives for ESRX standalone,
    before contemplating CI's 16mn medical members), the company could
    further improve its ability to manage drug trend
    … We believe
    it is also worth noting that the potential to
    improve CI's ability to manage drug prices lower for >25% of the US
    via its acquisition of ESRX (a proportion that we
    think could grow organically over time, should the deal close) by
    better integrating pharmacy and medical cost management is
    well-aligned with one of the administration's top health policy
    priorities today: lowering drug costs

    Tanal, Goldman Sachs (6/6/18)

The letter misrepresents the potential impact
of rebate regulation
. Mr. Icahn's letter ignores
certain realities of the Administration's current Drug Pricing Blueprint
and its alignment with the underlying principles of our proposed
transaction. Further, Mr. Icahn looks to the pharmaceutical industry –
whose incentives are naturally aligned with Mr. Icahn's views – in an
attempt to lend credence to his erroneous beliefs that elimination of
all rebates is imminent and will be disastrous to PBMs.

Without question the President and Secretary Azar are serious in their
intent to lower prescription drug costs and to make significant changes
in the health delivery system. That is an important goal that we fully
support and believe that the combination can be an accelerant for
positive change.

As it relates to the impact of action by HHS to eliminate or amend
rebates in Medicare Part D, today 100% of rebates are passed through to
help lower premiums and reduce costs for both the beneficiary and the
government. If these Medicare rebates were phased out, it would not have
a material impact on Express Scripts' earnings. While potential changes
to the commercial market are more complex to effectuate, Express Scripts
already passes approximately 95% of all pharmaceutical purchase
discounts, price reductions and rebates back to its core PBM commercial
and health plan clients and their members. Express Scripts clients
determine how these discounts are used or shared 100% of the time.
Additionally, a successful commercial structure already exists where
nearly half of Express Scripts' clients have opted for a full, direct
pass through arrangement for all rebates and this is augmented by the
ongoing shift to value-based relationships for all of their services.
Express Scripts is focused on meeting the challenges faced by its
members and its clients, and as a result, its clients are seeing a
reduction in their pharmacy bill – in the first half of 2018, Express
Scripts helped its clients achieve a record low drug trend of 1.1%.

As it relates to the Administration's Drug Pricing Blueprint, here are a
few critical facts:

  • The Anti-Kickback Statute is the statute that applies to rebate
    payments, but it only applies in federally funded health care
    programs. It does not apply to commercial contracts – in fact, there
    is no clear mechanism for the federal government to regulate
    commercial rebates without Congressional action.
  • Concerns have been raised that any elimination of rebates in
    government programs would result in a rise in beneficiary and
    government costs because the pass-through effect of the rebate dollars
    would be eliminated – which could result in challenges (legal and
    political) of any action.
    • HHS OIG issued a report late last year finding that if an
      inflation-based rebate were in place for Medicare Part B in 2015,
      it would have saved $1.4 billion or $1.8 billion on 64
      high-expenditure drugs that represented 81 percent of total Part B
      drug expenditures that year, depending on whether the rebate was
      calculated based on Average Sales Price (ASP) or Average
      Manufacturer Price (AMP), respectively.
    • In their 2018 report, the Medicare Trustees noted that in 2016,
      manufacturer rebates represented 19.9 percent of total
      prescription drug costs and rebates have continued to grow since
      the inception of the Part D program more than decade ago. The
      trustees credit these rebates as a "major reason for decreases in
      overall Part D costs when compared to the 2017 Trustees Report."
    • An analysis of the most recent National Health Expenditures
      prescription drug forecast for 2017-2026 concluded that increased
      rebates "contributed to lower net prices for many prescription
      drugs in recent years and are expected to have dampened
      prescription drug spending growth in 2017. In 2018 and beyond, the
      share of total prescription drug spending affected by rebates is
      not expected to increase as rapidly as in the recent past. As a
      result, the outlook for such spending reflects somewhat stronger
      growth in drug prices."
  • If HHS pursued a removal or significant modification to the safe
    harbor in Medicare Part D, it is unclear how quickly those changes
    could be implemented, and further delay could result from the expected
    legal challenges to the final rule.

Accordingly, we expect that any changes to Medicare Part D rebates will
be manageable.

  • "We believe that the ongoing shift to value-based pricing models
    could also lessen the reliance on rebates and better align economic
    incentives. While it is unclear if we will see a similar shift in the
    commercial market, we are seeing a shift in that market towards the
    use of value-based programs, which align incentives and can lower
    overall costs, as evidenced by ESRX's SafeGuardRx programs and CVS
    Caremark's Transform Care programs. Through these programs, PBMs have
    already implemented programs that seek refunds from manufacturers on
    behalf of their clients if drugs don't work, guaranteeing trend or
    adherence levels, or setting up high-performance pharmacy networks
    where reimbursement is tied to outcomes."

    – Lisa Gill, JP
    Morgan (7/19/18)
  • "While we acknowledge that contracting is likely to continue to
    evolve over time, if rebates were to "go away" in a vacuum without
    some commensurate pricing change the result would be exploding costs
    for clients and patients (not going to happen) given the significant
    portion of the benefit that is passed through. In addition, we would
    highlight that much like CI's clients, ESRX's customers have funding
    options and almost half have chosen direct pass-through contracts on
    rebates. While we expect the area of contracting to evolve, we view
    recent concerns as overblown and view contracting tied to outcomes as
    an area that likely sees increased traction over time and one that we
    think would leave the combined CI/ESRX extremely well positioned."

    David MacDonald, SunTrust (8/3/18)
  • "Regardless of what happens to rebates, PBMs provide economic value
    through formulary placement and aggregation of negotiating power,
    serving as a market check on branded drug manufacturers. We would
    expect them to continue to be compensated for that value through drug
    price negotiation reflective of their scale and positioning."

    George Hill, RBC Capital Markets (7/19/18

The letter unduly discounts the long-term value
creation of the proposed combination
. Mr. Icahn's
purported "solution" for increasing value to shareholders is to
have Cigna use the cash portion of the Express Scripts
consideration and free cash flow to aggressively repurchase its own
shares. We disagree with Mr. Icahn, and believe the combination with
Express Scripts will deliver greater, sustained shareholder value.

First, Mr. Icahn's underlying premise that Express Scripts' business is
struggling is completely false and undermined by their strong second
quarter results. Express Scripts reported new business growth, sustained
differentiated cost and quality results for the benefit of clients and
outstanding client retention with an increased midpoint of 98% (up from
97%). Such outstanding results indicate that their clients – such as Mr.
Icahn's own nine businesses – are satisfied with the overall value that
is being delivered.

The combined company will build off of the strength of Express Scripts'
capabilities and value creation in the market to accelerate Cigna's
growth strategy and deliver immediate and long-term value to our
shareholders in the form of mid-teens accretion in the first full year
after closing, excluding accretion from transitioning clients, and
greater than $600 million in retained synergies. As a result, Cigna has
raised its 2021 EPS target to $20-21 vs. prior guidance of $18. The
transaction will also generate greater than $6 billion in free cash flow
in 2021, allowing for immediate deleveraging and exceptional strategic
and financial flexibility in a highly dynamic marketplace. We do not
believe that our current stock price is a reasonable barometer of the
expected performance of the combined company as expressed by a number of

  • "However, if this comes to pass, we would expect CI to outperform
    the peers once deal closing comes into clarity as the deal has
    strategic merits, is financially attractive and CI is trading at a
    significant discount to peers."

    – Kevin Fischbeck, BAML
  • "We see meaningful opportunity around the pending ESRX deal (ESRX,
    $78.39, Buy) which further integrates the crucial pharmacy benefit and
    should provide for deeper collaborative relationships. In addition,
    ESRX is posting historically low drug trend, superb customer retention
    and tangible cost benefits from higher penetration of its solutions.
    Finally, we see opportunity around clinical solutions (e.g.
    SafeGuardRx, TRCs), medical management (e.g. eviCore), synergies and
    cross-selling … We like the company's integrated offering, attractive
    absolute/relative medical trends, strong cash flow and see meaningful
    opportunities on several fronts from the pending Express Scripts

    – David MacDonald, SunTrust (6/11/18)
  • "Cigna trades at 12.0x our 2019E EPS, a meaningful discount to the
    group tied largely to what we view as underappreciated value from the
    pending ESRX acquisition. We view CI's risk/reward as highly
    compelling tied to robust core trends, strong cash flow and what we
    expect to be significant benefits from ESRX."

    MacDonald, SunTrust (6/11/18)
  • "Nevertheless, the accretion from this deal is highly compelling,
    projected in the double-digit percentages in Year 1. Longer-term,
    Cigna continues to project $20-21 in EPS by 2021. This would leave the
    stock at just 8-9X that pro forma EPS forecast, leaving significant
    wiggle room for the company to fail to meet its expectations. The
    company's outlook assumes merely cost synergies, but investors could
    be overlooking the potential upside opportunities. Cigna's core health
    insurance business should be improved due to the integrated benefit
    offering and the opportunity to target new customers. In fact, the
    companies overlap in only ~30% of markets, suggesting there could be a
    significant opportunity to grab market share for each business …
    Overall, we believe the market's pessimism about the deal would
    ultimately prove to be unwarranted if the deal does go through."

    Michael Wiederhorn, Oppenheimer (6/12/18)
  • "ESRX immediate accretion, FCF and $20-21 in EPS by 2021E offer
    financial flexibility that can fuel further capital deployment in key
    strategic areas not possible at CI's
    current size to compete with players such as UNH or threats from new
    technology entrants."

    – Ana Gupte, Leerink (8/3/18)
  • We continue to believe that many of those who retained their stake
    in CI after the initial deal announcement have taken a long-term view
    on the deal and believe in the value proposition of the combined
    entity to drive long-term growth."

    Valiquette, Barclays (8/7/18)

For these reasons, we believe that Mr. Icahn's thesis is misguided and

Cigna's Board and management team believe that
our proposed merger with Express Scripts is in the best interest of
. The market will continue to evolve due
to the regulatory and competitive environment and rising healthcare
costs, with pharmaceutical costs approaching 25% of total healthcare

The combination broadens capabilities and distribution for more than 100
million combined customers and deepens data and insights to improve
predictability and deliver better health outcomes. This will position
Cigna to deliver differentiated immediate and long-term value to our
shareholders in the form of strong EPS accretion, significant free cash
flow generation and exceptional financial flexibility in a highly
dynamic marketplace. We believe that this delivers much more substantial
value than a quick financial engineering scheme for the benefit of a
singular, transitional investor, who claims to own only 0.56% of Cigna's
outstanding common stock.

The Cigna management team has a proven track record of creating
shareholder value in an ever changing marketplace and the Company
remains committed to successfully completing the merger with Express
Scripts by year-end 2018.

The Board recommends that Cigna shareholders
vote "FOR" the adoption of the merger agreement with Express Scripts.
Cigna will hold a Special Meeting of its Shareholders to vote on the
proposed merger with Express Scripts at 9:30 a.m. local time on August
24, 2018, at The Delamar Hotel's Ballroom, 1 Memorial Road, West
Hartford, Connecticut. Cigna shareholders of record as of the close of
business on July 10, 2018, will be entitled to vote at the Cigna Special

If shareholders have questions about the transaction, or need assistance
in voting shares, please contact Cigna's proxy solicitor, Innisfree M&A
Incorporated: toll-free at (877) 750-9498. Additional materials
addressing the Express Scripts transaction, including more information
on the strong strategic rationale and expected financial results, are
available on Cigna and Express Scripts' joint transaction website:


Cigna Board of Directors

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
For more information about Cigna's proposed acquisition of Express
Scripts, please visit


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

  • the inability of Express Scripts and Cigna to obtain stockholder or
    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 cannot
    be realized in full, or at all or may take longer to realize than
  • 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
  • the impact of modifications to the combined company's operations and
  • the ability of the combined company to identify potential strategic
    acquisitions or transactions and realize the expected benefits of such
  • 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 either foregoing
lists, 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.


This communication does not constitute an offer to sell or solicitation
of an offer to buy any securities. In connection with the proposed
transaction, the newly formed company which will become the holding
company following the transaction ("Holdco") filed with the SEC a
registration statement on Form S-4. The registration statement on Form
S-4 includes a joint proxy statement of Cigna and Express Scripts that
also constitutes a prospectus of Holdco. The registration statement was
declared effective by the SEC on July 16, 2018, and Cigna and Express
Scripts commenced mailing the definitive joint proxy
statement/prospectus to the respective stockholders of Cigna and Express
Scripts on or about July 17, 2018. Cigna and Express Scripts also plan
to file other relevant documents with the SEC regarding the proposed
transaction. This document is not a substitute for the registration
statement or the joint proxy statement/prospectus or any other document
which Cigna, Express Scripts or Holdco may file with the SEC. INVESTORS
free copy of the registration statement on Form S-4 and the definitive
joint proxy statement/prospectus and other relevant documents filed by
Holdco, Cigna and Express Scripts with the SEC at the SEC's website at
Copies of documents filed with the SEC by Cigna will be available free
of charge on Cigna's website at
or by contacting Cigna's Investor Relations Department at (215)
761-4198. Copies of documents filed with the SEC by Express Scripts will
be available free of charge on Express Scripts' website at
or by contacting Express Scripts' Investor Relations Department at (314)


Cigna (and, in some instances, Holdco) and Express Scripts and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction under the rules of the SEC. Investors may obtain information
regarding the names, affiliations and interests of directors and
executive officers of Cigna (and, in some instances, Holdco) in Cigna's
Annual Report on Form 10-K for the year ended December 31, 2017, which
was filed with the SEC on February 28, 2018, and its definitive proxy
statement for its 2018 Annual Meeting, which was filed with the SEC on
March 16, 2018. Investors may obtain information regarding the names,
affiliations and interests of Express Scripts' directors and executive
officers in Express Scripts' Annual Report on Form 10-K for the year
ended December 31, 2017, which was filed with the SEC on February 27,
2018, and its proxy statement for its 2018 Annual Meeting, which was
filed with the SEC on March 29, 2018. You may obtain free copies of
these documents at the SEC's website at,
at Cigna's website at
or by contacting Cigna's Investor Relations Department at (215)
761-4198. Copies of documents filed with the SEC by Express Scripts will
be available free of charge on Express Scripts' website at
or by contacting Express Scripts' Investor Relations Department at (314)
810-3115. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, is contained in the joint proxy
statement/prospectus and other relevant materials filed or to be filed
with the SEC regarding the proposed transaction. Investors should read
the joint proxy statement/prospectus carefully and in its entirety
before making any voting or investment decisions.


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.

Permission to use quotes was not sought or obtained.

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