Published: November 21, 2011
Cigna and HealthSpring Announce Early Termination of Hart-Scott-Rodino Waiting Period
BLOOMFIELD, Conn. & NASHVILLE, Tenn. - (BUSINESS WIRE) - 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.

Cigna Corporation
Investor Relations
Ted
Detrick, 215-761-1414
Edwin.Detrick@cigna.com
or
Media
Relations
Mariann Caprino, 860-226-7251
Mariann.Caprino@cigna.com
or
HealthSpring
Karey
L. Witty, EVP & CFO
615-236-6197
karey.witty@healthspring.com
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