Cigna Corporation (NYSE: CI) and HealthSpring, Inc. (NYSE:HS)
today announced that they have received early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, in connection with Cigna’s pending
acquisition of HealthSpring. The early termination of the waiting
period under the Hart-Scott-Rodino Act satisfies one of the
conditions for consummation of the transaction.
The transaction is expected to close during the first half of
2012 and remains subject to certain other closing conditions,
including approval by HealthSpring stockholders and state
regulatory approvals.
About Cigna
Cigna is a global health service company dedicated to helping
people improve their health, well-being and sense of security.
Cigna Corporation's operating subsidiaries in the United States
provide an integrated suite of health services, such as medical,
dental, behavioral health, pharmacy and vision care benefits, as
well as group life, accident and disability insurance. Cigna
maintains sales capability in 30 countries and jurisdictions and
has almost 70 million customer relationships throughout the world.
All products and services are provided exclusively by such
operating subsidiaries and not by Cigna Corporation. Such operating
subsidiaries include Cigna Health and Life Insurance Company, Cigna
Life Insurance Company of New York, Connecticut General Life
Insurance Company and Life Insurance Company of North America.
About HealthSpring
HealthSpring is based in Nashville, Tennessee, and is one of the
country’s largest Medicare Advantage coordinated care plans.
HealthSpring currently owns and operates Medicare Advantage plans
in Alabama, Delaware, Florida, Georgia, Illinois, Maryland,
Mississippi, New Jersey, Pennsylvania, Tennessee, Texas and
Washington, D.C. Beginning in 2012, HealthSpring will also operate
Medicare Advantage plans in West Virginia. HealthSpring also offers
a national stand-alone Medicare prescription drug plan. For more
information, visit http://www.healthspring.com/.
CIGNA'S CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE
HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
Cigna Corporation and its subsidiaries (the “Company”) and its
representatives may from time to time make written and oral
forward-looking statements, including statements contained in press
releases, in the Company’s filings with the Securities and Exchange
Commission, in its reports to shareholders and in meetings with
analysts and investors. Forward-looking statements may contain
information about financial prospects, economic conditions, trends
and other uncertainties. These forward-looking statements are based
on management’s beliefs and assumptions and on information
available to management at the time the statements are or were
made. Forward-looking statements include but are not limited to the
information concerning possible or assumed future business
strategies, financing plans, competitive position, potential growth
opportunities, potential operating performance improvements, trends
and, in particular, the Company’s strategic initiatives, litigation
and other legal matters, operational improvement initiatives in its
Health Care operations, and the outlook for the Company’s full year
2011 and beyond results. Forward-looking statements include all
statements that are not historical facts and can be identified by
the use of forward-looking terminology such as the words “believe”,
“expect”, “plan”, “intend”, “anticipate”, “estimate”, “predict”,
“potential”, “may”, “should” or similar expressions.
By their nature, forward-looking statements: (i) speak only as
of the date they are made, (ii) are not guarantees of future
performance or results and (iii) are subject to risks,
uncertainties and assumptions that are difficult to predict or
quantify. Therefore, actual results could differ materially and
adversely from those forward-looking statements as a result of a
variety of factors. Some factors that could cause actual results to
differ materially from the forward-looking statements include:
- the ability of the parties to satisfy
conditions to the closing of the transaction with HealthSpring,
including obtaining required regulatory approvals and the approval
of HealthSpring stockholders;
- the possibility that HealthSpring may
be adversely affected by economic, business and/or competitive
factors before or after closing of the transaction;
- the ability to successfully complete
the integration of acquired businesses, including the businesses
being acquired from HealthSpring by, among other things, operating
Medicare Advantage coordinated care plans and HealthSpring’s
prescription drug plan, retaining and growing membership, realizing
revenue, expense and other synergies, renewing contracts on
competitive terms, successfully leveraging the information
technology platform of the acquired businesses, and retaining key
personnel;
- the ability of the Company to execute
its growth plans by successfully leveraging its capabilities and
those of the businesses being acquired in serving the Seniors
segment;
- any adverse effect to the Company’s
business or the business being acquired from HealthSpring due to
uncertainty relating to the transaction; and
- the Company’s plans to permanently
finance the acquisition with internal cash resources and through
issuance of new equity; and additional debt that would remain
outstanding even if the transaction was ultimately not
completed.
This list of important factors is not intended to be exhaustive.
Other sections of the Company’s most recent Annual Report on Form
10-K, including the “Risk Factors” section, the Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011
and September 30, 2011, and other documents filed with the
Securities and Exchange Commission include both expanded discussion
of these factors and additional risk factors and uncertainties that
could preclude the Company from realizing the forward-looking
statements. The Company does not assume any obligation to update
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving HealthSpring and Cigna. The proposed
transaction will be submitted to the stockholders of HealthSpring
for their consideration. In connection with the proposed
transaction, HealthSpring filed a preliminary proxy statement with
the Securities and Exchange Commission (the “SEC”) on November 16,
2011. HealthSpring and Cigna plan to file with the SEC other
documents regarding the proposed transaction. STOCKHOLDERS OF
HEALTHSPRING ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION IN ITS ENTIRETY AND TO READ THE
FINAL PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
final proxy statement will be mailed to HealthSpring’s
stockholders. You may obtain copies of all documents filed with the
SEC concerning the proposed transaction, free of charge, at the
SEC’s website at www.sec.gov. In addition, stockholders may obtain
free copies of the documents filed with the SEC by HealthSpring by
going to HealthSpring's Investor Relations website page at
www.healthspring.com or by sending a written request to
HealthSpring's Secretary at HealthSpring, Inc., 9009 Carothers
Parkway, Suite 501, Franklin, Tennessee 37067, or by calling the
Secretary at (615) 291-7000.
Interests of Participants
HealthSpring and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of HealthSpring in connection with the proposed
transaction. Information regarding HealthSpring's directors and
executive officers is set forth in HealthSpring's proxy statement
for its 2011 annual meeting of stockholders and its Annual Report
on Form 10-K for the fiscal year ended December 31, 2010, as
amended by Amendment No. 1 on Form 10-K/A, which were filed with
the SEC on April 15, 2011, February 25, 2011 and September 22,
2011, respectively. Additional information regarding persons who
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction is contained in the preliminary
proxy statement filed by HealthSpring with the SEC on November 16,
2011.
HealthSpring’s Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this communication that are not
historical fact are forward-looking statements which HealthSpring
intends to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Statements that are predictive in
nature, that depend on or relate to future events or conditions, or
that include words such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would,” and similar
expressions are forward-looking statements. The forward-looking
statements involve significant known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed in or implied by the
forward-looking statements, and undue reliance should not be placed
on such statements. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements include, among other things, the following risks and
uncertainties: the failure to receive, on a timely basis or
otherwise, the required approvals by HealthSpring’s stockholders
and government or regulatory agencies; the risk that a condition to
closing of the proposed transaction may not be satisfied;
HealthSpring’s and Cigna’s ability to consummate the Merger,
including the financing thereof; the possibility that the
anticipated benefits and synergies from the proposed transaction
cannot be fully realized or may take longer to realize than
expected; the failure to obtain the necessary debt financing
arrangements set forth in the commitment letter received in
connection with the Merger; the possibility that costs or
difficulties related to the integration of HealthSpring and Cigna
operations will be greater than expected; operating costs and
business disruption, including difficulties in maintaining
relationships, may be greater than expected; the ability of
HealthSpring or the combined company to retain and hire key
personnel and maintain relationships with providers or other
business partners; the impact of legislative, regulatory and
competitive changes and other risk factors relating to the industry
in which HealthSpring and Cigna operate, as detailed from time to
time in each of HealthSpring's and Cigna’s reports filed with the
SEC. There can be no assurance that the proposed transaction will
in fact be consummated.
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found under Item 1.A in of HealthSpring’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2010,
and Item 1.A of HealthSpring’s most recent Quarterly Report on Form
10-Q for the quarter ended September 30, 2011 and other documents
of HealthSpring on file with the SEC, including the preliminary
proxy statement filed by HealthSpring on November 16, 2011.
HealthSpring cautions that the foregoing list of important factors
that may affect future results is not exhaustive. When relying on
forward-looking statements to make decisions with respect to the
proposed transaction, stockholders and others should carefully
consider the foregoing factors and other uncertainties and
potential events. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to HealthSpring or any other person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements referenced above. The forward-looking statements
contained herein speak only as of the date of this communication.
HealthSpring does not undertake any obligation to update or revise
any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future,
except as may be required by law.
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