UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2015 (July 23, 2015)
ANTHEM, INC.
(Exact name of Registrant as specified in its Charter)
Indiana
(State or Other Jurisdiction of Incorporation or Organization)
| 001-16751 | 35-2145715 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
120 Monument Circle
Indianapolis, IN 46204
(Address of Principal Executive Offices, Including Zip Code)
(317) 488-6000
(Registrant’s telephone number, including area code)
Not applicable
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02—Results of Operations and Financial Condition
Today, Anthem, Inc., an Indiana corporation (the “Company”), and Cigna Corporation, a Delaware corporation (“Cigna”), issued a joint press release announcing that they have entered into an Agreement and Plan of Merger, dated as of July 23, 2015 (the “Merger Agreement”), by and among the Company, Cigna and Anthem Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company, pursuant to which the Company will acquire all outstanding shares of Cigna (the “Acquisition”).
In connection with the Acquisition, the Company is hosting a conference call today and making a presentation to investors to discuss the Acquisition and the Company will also preview on the conference call its second quarter 2015 net income of $3.13 per share, including net gains of $0.03 per share. Excluding these gains, adjusted net income was $3.10 per share for the second quarter. The Company now expects full year 2015 net income to be greater than $9.75 per share, including greater than $0.25 per share of net unfavorable adjustment items. Excluding these items, adjusted net income is expected to be greater than $10.00 per share. This guidance does not include any future merger related transaction costs, which the Company expects to exclude in its adjusted net income calculation, and does not include net adjustment items beyond those to be reported in the Company’s second quarter 2015 earnings release, which are listed in the table below:
| Full Year 2015 Outlook | ||||
Net income per diluted share | Greater than $9.75 | |||
Add / (Subtract) - net of related tax effects: | ||||
Net realized gains on investments | ($0.33) | |||
Other-than-temporary impairment losses on investments | $0.08 | |||
Loss on extinguishment of debt | $0.00 | |||
Amortization of other intangible assets | Greater than $0.50 | |||
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Net adjustment items | Greater than $0.25 | |||
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Adjusted net income per diluted share | Greater than $10.00 | |||
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The Company will provide additional details on its financial results on its quarterly earnings conference call on Wednesday, July 29th.
A copy of the investor presentation will be available this morning for download at the Company’s website (www.antheminc.com).
A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03— Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 23, 2015, the Board of Directors of the Company approved an amendment to the By-Laws of the Company (the “By-Law Amendment”), which became effective immediately. The By-Law Amendment added a new Article XI, which designates the Marion Superior Court in the State of Indiana (or, if the Marion Superior Court lacks jurisdiction, the United States District Court for the Southern District of Indiana) as the sole and exclusive forum for
certain legal action, unless the Company consents in writing to the selection of an alternative forum. The foregoing description of the By-Law Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the By-Law Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01—Regulation FD Disclosure
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01—Other Events
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.
The information required by Item 1.01, including a copy of the Merger Agreement, will be filed in a separate Current Report on Form 8-K.
None of the information furnished in Item 2.02, Item 7.01, Item 8.01 or Exhibit 99.1 hereto shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Unless expressly set forth by specific reference in such filings, none of the information furnished in this report shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering 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.
The proposed transaction between Anthem, Inc. (“Anthem”) and Cigna Corporation (“Cigna”) will be submitted to Anthem’s and Cigna’s shareholders and stockholders (as applicable) for their consideration. In connection with the transaction, Anthem and Cigna will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including an Anthem registration statement on Form S-4 that will include a joint proxy statement of Anthem and Cigna that also constitutes a prospectus of Anthem, and each will mail the definitive joint proxy statement/prospectus to its shareholders and stockholders, respectively. This communication is not a substitute for the registration statement, joint proxy statement/prospectus or any other document that Anthem and/or Cigna may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF ANTHEM AND CIGNA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement containing the joint proxy statement/prospectus and other documents filed with the SEC by Anthem or Cigna (when available) through the web site maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Anthem will be available free of charge on Anthem’s internet website at http://www.antheminc.com or by contacting Anthem’s Investor Relations Department at (317) 488-6168. Copies of the documents filed with the SEC by Cigna will be available free of charge on Cigna’s internet website at http://www.cigna.com or by contacting Cigna’s Investor Relations Department at (215) 761-4198.
Anthem, Cigna and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Anthem’s executive officers and directors in Anthem’s annual report on Form 10-K for the year ended December 31, 2014 and its definitive proxy statement filed with the SEC on April 1, 2015. You can find information about Cigna’s executive officers and directors in Cigna’s annual report on Form 10-K for the year ended December 31, 2014 and its definitive proxy statement filed with the SEC on March 13, 2015. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus when it is filed with the SEC. You may obtain free copies of these documents using the sources indicated above.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This document, and oral statements made with respect to information contained in this communication,containcertain forward-looking information about Anthem,Inc.(“Anthem”),CignaCorporation(“Cigna”)and the combined businesses of Anthem andCigna that is intended to becoveredbythesafeharbor for“forward-lookingstatements”provided bythePrivateSecuritiesLitigation Reform Act of1995. Forward-looking statements arestatementsthat arenot generally historical facts.Words such as“expect(s),” “feel(s),” “believe(s),” “will,”“may,” “anticipate(s),”“intend,” “estimate,”“project”and similarexpressions(including thenegativethereof)areintended to identifyforward-looking statements,which generallyarenot historical in nature.Thesestatements include, but arenot limited to, statements regarding the merger between Anthem andCigna;Anthem’s financing of theproposed transaction;the combined company’sexpected futureperformance(includingexpected results of operations andfinancial guidance);thecombinedcompany’s futurefinancialcondition, operating results, strategyand plans; statements about regulatory and other approvals;synergies from theproposed transaction; the combined company’s expected debt-to-capital ratio and ability to retain investment grade ratings;the closing datefor the proposed transaction;financial projections andestimates and their underlying assumptions; statements regarding plans, objectives andexpectationswith respect to futureoperations, products and services;and statements regarding futureperformance. Such statements aresubject tocertainknown and unknown risks and uncertainties, manyofwhich aredifficult topredict and generally beyond Anthem’s andCigna’scontrol, thatcouldcauseactual results and other future events to differ materiallyfrom those expressed in, or implied or projected by, theforward-looking information and statements.Theserisks and uncertainties include:thosediscussed and identified in Anthem’s andCigna’s publicfilingswith theU.S. Securities andExchangeCommission(the“SEC”);thoserelating to theproposed transaction, as detailed from timeto timein Anthem’s andCigna’s filingswith the SEC;increased government participation in, or regulation or taxation of health benefits and managedcareoperations, including, but not limited to, theimpact of thePatient Protection and AffordableCare Act and theHealthCareand Education Reconciliation Act of 2010, or HealthCareReform;trends in healthcare costs and utilization rates;our abilityto securesufficient premium rates including regulatoryapproval for and implementation of such rates;our participation in thefederal and statehealth insurance exchanges underHealthCareReform,which haveexperienced andcontinuetoexperience challenges dueto implementation of initial and phased-in provisions of HealthCare Reform, andwhichentail uncertainties associatedwith themixandvolumeof business, particularlyinIndividual andSmall Group markets, thatcould negativelyimpact theadequacyof our premium rates andwhich maynot besufficientlyoffset bytheriskapportionment provisions of HealthCareReform;our abilitytocontractwithprovidersconsistentwith past practice; competitor pricing belowmarket trends of increasingcosts;reducedenrollment, aswell as a negative changein our healthcareproduct mix;risks and uncertainties regardingMedicareandMedicaid programs, including thoserelated to non-compliancewith the complexregulations imposed thereon and funding riskswith respect to revenuereceivedfrom participation therein; our projected consolidated revenue growth and global medical customer growth;a downgradein our financial strength ratings;litigation and investigations targeted at our industryand our abilityto resolvelitigation and investigationswithinestimates;medical malpracticeor professional liability claims or other risks related to healthcareservices provided byour subsidiaries;our abilityto repurchaseshares of itscommon stockand paydividends on itscommon stockdueto theadequacyof itscash flowandearnings and otherconsiderations;non-compliancebyanyparty with theExpress Scripts,Inc. pharmacybenefit management services agreement,whichcouldresult in financial penalties;our inabilityto meetcustomerdemands, and sanctions imposed bygovernmentalentities, including theCenters forMedicareandMedicaid Services;events that result in negativepublicityfor us or thehealth benefits industry;failuretoeffectivelymaintain andmodernizeour information systems ande-business organization andto maintain good relationshipswith third party vendors for information system resources;events that maynegativelyaffect Anthem’s licenseswith theBlueCross and BlueShield Association;possible impairment of the valueof our intangibleassets if futureresults donot adequatelysupport goodwill and other intangibleassets;intense competition to attract and retainemployees; unauthorized disclosureof member oremployeesensitiveorconfidential information, including the impact and outcomeof investigations, inquiries,claims and litigation related to the cyber attack Anthem reported in February2015; changes in the economicand marketconditions, aswell as regulations that maynegativelyaffect our investment portfolios and liquidity;possible restrictions in thepayment of dividends byour subsidiaries and increases in required minimum levels ofcapital and thepotential negative effectfrom our substantial amount of outstanding indebtedness;general risks associatedwith mergers and acquisitions; various laws and provisionsin Anthem’s governing documents that mayprevent or discouragetakeoversand businesscombinations; futurepublichealthepidemics andcatastrophes;and generaleconomicdownturns.Important factors thatcouldcauseactual results and other future events to differ materiallyfrom theforward-looking statements madein thiscommunication areset forth in other reports or documents that Anthem and/orCigna mayfilefrom timeto timewith theSEC, and include, but arenot limited to:(i)theultimate outcomeof theproposedtransaction, including the abilityto achievethesynergies andvalue creationcontemplated bytheproposed transaction,(ii)theultimateoutcomeand results of integrating theoperations of Anthem andCigna,(iii)disruption from themerger making it moredifficult to maintain businesses and operational relationships,(iv)theriskthat unexpectedcostswill beincurred inconnectionwith theproposed transaction,(v)thetiming toconsummatetheproposed transaction,(vi) thepossibilitythat theproposed transaction does notclose, including, but not limited to, dueto the failureto satisfythe closingconditions, includingthereceipt of requiredregulatoryapprovals and the receipt of approval of both Anthem’s andCigna’s shareholders and stockholders, respectively, and(viii)therisks and uncertainties detailed byCignawith respect to its business as described in its reports and
documents filedwith theSEC. All forward-looking statements attributableto Anthem,Cigna or anyperson acting on behalf of Anthem and/orCigna are expresslyqualified in theirentirety bythiscautionarystatement. Readers arecautioned not to placeunduerelianceon theseforward-looking statements that speakonlyas of thedatehereof. Except to the extent otherwiserequired by federal securities law, neither Anthem norCigna undertakeanyobligation to republish revised forward-looking statements to reflectevents orcircumstances after thedatehereof or to reflect the occurrenceof unanticipatedevents or thereceiptof newinformation. Readers arealso urged tocarefullyreviewandconsider the various disclosures in Anthem’s andCigna’s SECreports.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description of Exhibit | |||
| 3.1 | Amendment to the By-Laws of Anthem, Inc. | |||
| 99.1 | Press release, dated July 24, 2015 issued by Anthem, Inc. and Cigna Corporation | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Anthem, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANTHEM, INC. | ||||
| By: | /s/ Kathleen S. Kiefer | |||
| Name: | Kathleen S. Kiefer | |||
| Title: | Corporate Secretary | |||
Dated: July 24, 2015
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |||
| 3.1 | Amendment to the By-Laws of Anthem, Inc. | |||
| 99.1 | Press release, dated July 24, 2015, issued by Anthem, Inc. and Cigna Corporation | |||