Market Overview

Leading Independent Proxy Advisory Firm ISS Recommends Cigna Shareholders Vote "For" Acquisition of Express Scripts

Share:

Cigna Reminds Shareholders to Vote "FOR" the Transformative
Combination Today

Cigna Corporation (NYSE:CI) ("Cigna" or the "Company") announced that
leading independent corporate governance and proxy advisory firm
Institutional Shareholder Services ("ISS") has concluded its analysis
and today issued a recommendation that Cigna shareholders vote to
approve the proposed acquisition of Express Scripts (NASDAQ:ESRX) at
the Company's upcoming special meeting scheduled for August 24, 2018.

"We are pleased with the recommendation of ISS that Cigna shareholders
support the recommendation of our Board and vote in favor of our merger
with Express Scripts," said David M. Cordani, Cigna President and Chief
Executive Officer. "The recommendation of ISS aligns with our strong
belief that Cigna's combination with Express Scripts will drive value
for customers, clients and physician partners and, as a result, deliver
outstanding value to our shareholders in the form of strong EPS
accretion, significant free cash flow generation and exceptional
financial flexibility."

As support for its favorable recommendation, ISS noted the following:

  • "…[T]he proposed merger is a financially compelling transaction that
    gives the combined company immediate scale with strong cash flow
    generation."
  • "The acquisition should be significantly accretive to Cigna's EPS,
    delivering mid-teens accretion in the first full year after it closes."
  • "The expected synergies of $600 million also seem conservative…"
  • "[M]anagement's ability to appropriately diligence the ESRX business
    was likely bolstered by the fact that Cigna currently operates its own
    PBM business."
  • "Considering these factors, and primarily the sound strategic
    rationale that has been laid out by a credible management team,
    shareholders are recommended to vote FOR this transaction."

The Cigna board of directors recommends that Cigna shareholders vote
"FOR" the proposal to adopt the merger agreement at the special meeting.

Cigna's special meeting of shareholders is scheduled to take place on
Friday, August 24, 2018, at 9:30 a.m., Eastern Time. Cigna shareholders
of record at the close of business on July 10, 2018 will be entitled to
vote at the special meeting.

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: http://www.advancinghealthcare.com.

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.

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 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
    (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 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.

IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

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
AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a
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 www.sec.gov.
Copies of documents filed with the SEC by Cigna will be available free
of charge on Cigna's website at www.Cigna.com
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 www.express-scripts.com
or by contacting Express Scripts' Investor Relations Department at (314)
810-3115.

PARTICIPANTS IN THE SOLICITATION

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 www.sec.gov,
at Cigna's website at www.Cigna.com
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 www.express-scripts.com
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.

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.

Permission to use quotes was not sought or obtained.

View Comments and Join the Discussion!