HARTFORD, Conn.--(BUSINESS WIRE)--Feb. 14, 2017--
Aetna (NYSE: AET)
and Humana (NYSE: HUM)
have mutually ended their merger agreement following a ruling from the
United States District Court for the District of Columbia granting a
United States Department of Justice request to enjoin the merger.
“While we continue to believe that a combined company would create
greater value for health care consumers through improved affordability
and quality, the current environment makes it too challenging to
continue pursuing the transaction,” said Aetna Chairman and CEO Mark T.
Bertolini. “We are disappointed to take this course of action after 19
months of planning, but both companies need to move forward with their
respective strategies in order to continue to meet member expectations.
Our mutual respect for our companies’ capabilities has grown throughout
this process, and we remain committed to a shared goal of helping drive
the shift to a consumer-centric health care system.”
Aetna will pay Humana $1 billion as a result of the termination of the
merger agreement. Additionally, Aetna has terminated its previously
announced agreement to sell certain Medicare Advantage assets to Molina
Healthcare, Inc. (NYSE: MOH)
and will pay the applicable fees associated with that termination.
“On behalf of Aetna, I would like to thank everyone involved in the
transaction for their commitment to improving how health care is
delivered,” Bertolini concluded.
Aetna Announces Full Redemption of Special Mandatory Redemption Notes
In related news, Aetna announced today that it will redeem for cash on
or about March 16, 2017:
The entire $1.650 billion aggregate principal amount outstanding of
its 1.900% Senior Notes due June 7, 2019 (CUSIP 00817 AT5);
The entire $1.850 billion aggregate principal amount outstanding of
its 2.400% Senior Notes due June 15, 2021 (CUSIP 00817 AU2);
The entire $2.800 billion aggregate principal amount outstanding of
its 3.200% Senior Notes due June 15, 2026 (CUSIP 00817 AW8);
The entire $1.500 billion aggregate principal amount outstanding of
its 4.250% Senior Notes due June 15, 2036 (CUSIP 00817 AY4); and
The entire $2.400 billion aggregate principal amount outstanding of
its 4.375% Senior Notes due June 15, 2046 (CUSIP 00817 AX6).
The notes to be redeemed (collectively, the “Special Mandatory
Redemption Notes”) were issued in June 2016. The Special Mandatory
Redemption Notes will be redeemed at a special mandatory redemption
price of 101% of the aggregate principal amount of the Special Mandatory
Redemption Notes, plus any interest accrued and unpaid to, but
excluding, the special mandatory redemption date. Payment of the special
mandatory redemption price will be made on or about March 16, 2017.
Aetna expects to fund the redemption with the proceeds of its senior
notes issued in June 2016.
A notice of special mandatory redemption is being sent to all currently
registered holders of the Special Mandatory Redemption Notes by the
trustee, U.S. Bank National Association. Copies of the notice of special
mandatory redemption and additional information relating to the
procedure for redemption may be obtained from U.S. Bank National
Association by calling 1-800-934-6802.
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. 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. For more information, see www.aetna.com
about how Aetna is helping to build a healthier world. @AetnaNews
Cautionary Statement Regarding Forward-Looking Statements; Additional
Certain information in this press release is
forward-looking, including our expectations as to the timing and funding
of the redemption of the Special Mandatory Redemption Notes.
Forward-looking information is based on management's estimates,
assumptions and projections and is subject to significant uncertainties
and other factors, many of which are beyond our control. Important risk
factors could cause actual future results and other future events to
differ materially from those currently estimated by management,
including, but not limited to, changes in our future cash requirements,
capital requirements, results of operations, financial condition and/or
cash flows. For more discussion of important risk factors that may
materially affect Aetna, please see the risk factors contained in
Aetna's 2015 Annual Report on Form 10-K (“Aetna's 2015 Annual Report”)
and Aetna’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2016 (“Aetna’s Quarterly Report”), each on file with the
Securities and Exchange Commission (the “SEC”). You also should read
Aetna's 2015 Annual Report and Aetna's Quarterly Report, for a
discussion of Aetna's historical results of operations and financial
View source version on businesswire.com: http://www.businesswire.com/news/home/20170214005727/en/
T.J. Crawford, 212-457-0583
Joe Krocheski, 860-273-0896