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8-K - 8-K - Anthem, Inc. | d947028d8k.htm |
EX-99.3 - EX-99.3 - Anthem, Inc. | d947028dex993.htm |
EX-99.1 - EX-99.1 - Anthem, Inc. | d947028dex991.htm |
Anthem-Cigna: A Compelling Combination Joseph Swedish President and Chief Executive Officer Wayne DeVeydt Executive Vice President and Chief Financial Officer Doug Simpson Vice President, Investor Relations Filed by Anthem, Inc. (Commission File No. 001-16751) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cigna Corporation Commission File No. 001-08323 Exhibit 99.2 |
Safe Harbor Statement (1 of 2) Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995:
This document contains certain forward-looking information about us that is
intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not generally historical facts. Words such as expect(s), feel(s),
believe(s), will, may,
anticipate(s), intend, estimate, project and similar expressions are intended to identify forward- looking statements, which generally are not historical in nature. These statements include, but are not limited to,
statements regarding our offer to acquire Cigna Corporation
(Cigna), our financing of the proposed transaction, its
expected future performance (including expected results of operations and
financial guidance), the combined companys future financial
condition, operating results, strategy and plans, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future
operations, products and services; and statements regarding future performance.
Such statements are subject to certain risks and uncertainties,
many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include: those
discussed and identified in our public filings with the U.S.
Securities and Exchange Commission, or SEC; those relating to our proposal to acquire Cigna, as detailed from time to time in our and/or Cignas filings with the SEC; increased government participation in, or regulation or
taxation of health benefits and managed care operations, including, but not
limited to, the impact of the Patient Protection and Affordable
Care Act and the Health Care and Education Reconciliation Act of 2010, or Health Care Reform; trends in health care costs and utilization rates; our ability to secure sufficient premium rates including
regulatory approval for and implementation of such rates; our participation in
the federal and state health insurance exchanges under Health
Care Reform, which have experienced and continue to experience challenges due to implementation of initial and phased-in provisions of Health Care Reform, and which entail uncertainties associated
with the mix and volume of business, particularly in our Individual and Small
Group markets, that could negatively impact the adequacy of our
premium rates and which may not be sufficiently offset by the risk apportionment provisions of Health Care Reform; our ability to contract with providers consistent with past practice; competitor
pricing below market trends of increasing costs; reduced enrollment, as well as
a negative change in our health care product mix; risks and
uncertainties regarding Medicare and Medicaid programs, including those related to non- compliance with the complex regulations imposed thereon and funding risks with respect to revenue received from
participation therein; a downgrade in our financial strength ratings;
litigation and investigations targeted at our industry and our
ability to resolve litigation and investigations within estimates; medical malpractice or professional liability claims or other risks related to health care services provided by our subsidiaries; our ability to
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Safe Harbor Statement (2 of 2) Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995 Continued:
repurchase shares of our common stock and pay dividends on our common
stock due to the adequacy of our cash flow and earnings and other
considerations; non-compliance by any party with the Express Scripts, Inc. pharmacy benefit management services agreement, which could result in financial penalties, our inability to meet customer
demands, and sanctions imposed by governmental entities, including the Centers
for Medicare and Medicaid Services; events that result in
negative publicity for us or the health benefits industry; failure to effectively maintain and modernize our information systems and e-business organization and to maintain good relationships with third party
vendors for information system resources; events that may negatively affect our
licenses with the Blue Cross and Blue Shield Association;
possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; intense competition to attract and retain employees; unauthorized disclosure of
member or employee sensitive or confidential information, including the impact
and outcome of investigations, inquiries, claims and litigation
related to the cyber attack we reported in February 2015; changes in the economic and market conditions, as well as regulations that may negatively affect our investment portfolios and liquidity; possible
restrictions in the payment of dividends by our subsidiaries and increases in
required minimum levels of capital and the potential negative
effect from our substantial amount of outstanding indebtedness; general risks associated with mergers and acquisitions; various laws and provisions in our governing documents that may prevent or discourage
takeovers and business combinations; future public health epidemics and
catastrophes; and general economic downturns. Important factors
that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or documents that we may file from time to time with the
SEC, and include, but are not limited to: (i) the ultimate outcome of any
possible transaction between us and Cigna, including the
possibilities that Cigna will reject a transaction with us, (ii) the ultimate outcome and results of integrating the operations of us and Cigna if a transaction is consummated, (iii) the ability to obtain regulatory
approvals and meet other closing conditions to any possible transaction,
including the necessary shareholder and stockholder approvals,
and (iv) the risks and uncertainties detailed by Cigna with respect to its business as described in its reports and documents filed with the SEC. All forward-looking statements attributable to us or any person acting on
our behalf are expressly qualified in their entirety by this cautionary
statement. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by federal securities law, we do not undertake any obligation to republish revised forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures in our SEC reports. 3 |
Non-GAAP Measures Non-GAAP Measures: This presentation includes certain non-GAAP financial measures. These non-GAAP measures may be different from
non-GAAP financial measures used by other companies. The presentation of
this financial information, which is not prepared under any
comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with GAAP. This data should
be read in conjunction with previously published company reports on Forms
10-K, 10-Q and 8-K. We refer you to the Appendix of
these presentation materials for reconciliations to the most directly comparable GAAP financial measures and related information. 4 |
Additional Information:
This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. This communication relates to
a proposal which Anthem, Inc. (Anthem) has made for a
business combination transaction with Cigna Corporation (Cigna). In furtherance of this proposal and subject to future developments, Anthem (and, if a negotiated transaction is agreed, Cigna) may file
one or more registration statements, proxy statements, tender
offer statements or other documents with the U.S. Securities and
Exchange Commission (the SEC). This communication is not a
substitute for any proxy statement, registration statement, tender
offer statement, prospectus or other document 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 proxy
statement(s), registration statement, tender offer statement,
prospectus and other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the proposed transaction. Any definitive proxy statement(s) or prospectus(es) (if and when
available) will be mailed to stockholders of Cigna and/or Anthem,
as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Anthem through the web site
maintained by the SEC at http://www.sec.gov.
Participants in Solicitation:
Anthem and/or 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 Anthems executive officers and directors in Anthems definitive proxy statement filed with the SEC on April 1, 2015. You can find information about Cignas executive officers and directors in Cignas definitive proxy statement filed with the SEC on March 13, 2015. Additional information regarding the interests of such potential participants will be included in one or more registration statements,
proxy statements, tender offer statements or other documents
filed with the SEC if and when they become available. You may obtain free copies of these documents using the sources indicated above. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 U.S. Securities Act of 1933, as amended.
Additional Information and
Participants in Solicitation
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Proposed Transaction Summary *As of May 28, 2015, the last unaffected Cigna closing stock price $184 per share in the form of 68.6% funded through cash and 31.4%
funded through Anthem stock Consideration 35.4% premium to Cignas unaffected stock price* Premium ANTM shareholders to own ~76.3% and Cigna shareholders to own ~23.7% of the combined company Ownership Financed through cash on hand,
debt
issuance
and new equity issuance Pro forma debt-to-cap of approximately 50% at closing projected to decline to low-to-mid 40% area two years post-close Committed to retaining investment grade debt ratings Financing Shareholder vote required for both companies Regulatory approvals including Hart-Scott-Rodino, state departments of insurance and other regulators Anticipated closing by end of 2016 Approvals 6 |
Leading Positions in Growth Markets 7 Source: Company Filings. Note: Medical membership data as of 1Q 2015. Revenue projection based on the most recent 2015 outlook publicly reported by both
companies. +
38.5M
Members 53.2M Members Combined Company Generates Over $115 Billion in Revenue Leading Position Commercial Risk Commercial ASO Government Individual Specialty International Commercial- Risk 17% ASO 61% Medicare 4% Medicaid 14% FGS 4% Commercial- Risk 15% ASO 66% Medicare 4% Medicaid 11% FGS 3% International 1% |
Innovative Solutions Driving Affordability & Choice National scale drives administrative efficiency Local focus advances cost of care position Technology centric investments across industrys largest base of membership Leadership position in advancing provider collaboration and new payment models Comprehensive product offerings Serving employer-sponsored, individual, state and federal government and international customers Breadth of served segments addresses evolving needs of consumers over their lifetime Opportunity to offer an increasingly broad range of Specialty products Affordability Choice 8 |
Combination of Complementary Businesses Anthem Local focus A leading Commercial franchise Strong Public Exchange execution A leading Medicaid franchise A leading Medicare Supplement and improving Medicare Advantage business Well-positioned for Dual Eligible opportunity Cigna Strong National Accounts platform Middle Market ASO/Stop Loss Solutions A leading Specialty capability (Dental, Vision, Behavioral Health) Effective Wellness programs Medicare market position and physician-centric model A leading International business National Scale 9 |
>$115 billion Three Pillars to Benefit Combined Entity Note: Revenue projection based on the most recent 2015 outlook publicly reported by both companies.
2015 Revenue Estimate
Provider Collaboration Managing Total Cost of Care Consumer Centricity ~$78.5 billion 10 Affordability and Choice |
Three Pillars to Benefit Combined Entity Enhanced local presence in key geographies HealthSpring physician-centric model very consistent with Anthems Enhanced Personal Health Care program Increased breadth of customer-facing solutions Leverage data analytics / information technology investments National scale drives administrative expense efficiency Cost of care efforts spread across a broader membership base Provider Collaboration Managing Total Cost of Care Consumer Centricity 11 |
Compelling Financial Rationale Synergies Confidence in ability to capture run-rate synergies approaching $2 billion pre-tax within two years post-close Expected PBM synergies have not been included in assumptions Balance sheet Expect to maintain dividend payout ratio policy Pro forma debt to cap of 50% at closing with intent to steadily de-lever over next 24 months to low-to-mid 40% range Committed to retaining investment grade debt ratings Adjusted EPS Greater than 10% accretive to Adjusted earnings per share in first year post-close Accretion more than doubles in year two * Assumes the transaction closes on 12/31/2016 $17.00+ Adjusted Earnings per Share in 2018* 12 |
Membership Scale Supports Cost Efficiencies Source: Company filings. 53,191 45,765 38,537 23,670 14,654 9,800 6,006 4,402 2,733 United* Aetna Humana HealthNet Centene WellCare (membership in 000s) + * United medical membership includes 4,160 International members 13 |
Identifiable and Achievable Synergies Administrative structure Operational efficiencies Network efficiencies and medical management Leverage Cigna Specialty capabilities across Anthem Unique capabilities to serve growing Dual Eligible population Expected PBM synergies have not been included One-time implementation costs estimated to be ~$600 million spread over two years
Precedent transactions comfortably affirm
a synergy level approaching $2 billion Confidence in ability to achieve annual synergies approaching $2 billion 14 |
$14.00 $9.90 $3.00 + $17.00 + 2015 2018* Value Creation for Both Sets of Shareholders + Adjusted Earnings per Share Greater than + No change to Anthems 2015 Adjusted EPS outlook of greater than $9.90* Strong growth from Medicaid, Individual / Exchange, Medicare Advantage, Dual Eligible, and Specialty Confidence in ability to achieve synergies approaching $2 billion by year 2 $17.00+ Adjusted Earnings per Share in
2018* 15
Assumes the transaction closes on 12/31/2016 .
* 2015 Adjusted EPS guidance excludes greater than $0.43 per share of net
unfavorable items. See appendix for the GAAP reconciliation
table.
c |
A Clearly Defined Financing Plan ($ in billions) Available cash $6 New bank debt and unsecured notes $23 Equity issuance to Cigna shareholders $15 Total $49 Equity / equity-linked issuance to market (pre-closing) $5 Financing considerations Anticipated financing sources Highly confident in ability to obtain bridge financing Permanent financing anticipated to include combination of bank debt, unsecured notes and equity / equity- linked sold to market (pre-closing) Pro forma debt-to-cap at close would be approximately 50% Committed to de-levering over 2-year period post-close Committed to retaining investment grade debt ratings 16 |
Continues Anthem and Cignas Strong Track Record of Value Creation Source: FactSet data as of 5/28/15 Note: Share price performance as of Joe Swedish start date as Anthem CEO
Anthem 156% Cigna 121% Anthems management team has established track record of execution in this dynamic environment
Industry leading execution on Public Exchanges Successfully integrated Amerigroup and Medicaid platform continues to outperform Anthem Management team delivers on promises 17 300% 250% 200% 150% 100% 03/13 07/13 10/13 01/14 04/14 08/14 11/14 02/15 |
Cigna shareholders to participate in significant upside of combined company
Approaching $2 billion of annual run-rate synergies + potential upside from PBM optionality
Anthems industry leading capital deployment track record Compelling Transaction for Cigna Shareholders Unaffected Price on 5/28/15: $135.87 Offer Price: $184.00 10-day Trading Average as of 5/28/15: $133.82 Median WS Target Price: $145.00 35.4% Premium 26.9% Premium 37.5% Premium Source: Bloomberg Opportunity to participate in the significantly enhanced value of the combined company 18 $160 $140 $120 $100 $80 05/14 07/14 09/14 10/14 12/14 02/15 03/15 05/15 Cigna |
19 Consideration Mix and Value Creation Given stock component, Cigna shareholders will share in the synergy value Total consideration at close Cash consideration at close Stock consideration at close $184.00 per share
$126.22 per share $57.78 per share
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Anthem is Committed to the Transaction Both Anthem and Cigna have devoted substantial time and effort to understanding
the merits of a transaction over a significant period of time
Anthem has made good faith efforts to engage in valuation and governance
discussions with Cigna
Delivered initial written proposal to Cigna on June 3rd
Reaffirmed commitment and raised proposal on June 10th, 16th
and again on June 18th
Anthems proposal delivers compelling value to Cigna shareholders and has the full
support of Anthems executive leadership team and Board
Anthem is fully prepared to proceed immediately to finalize due diligence and
merger agreement negotiations
Successful integration should be highly achievable in a straight-forward manner
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Next Steps 21 Anthem encourages Cigna's board to accept Anthem's June 20 proposal Finalize due diligence Anthem Board unanimously supports the proposed transaction Anthem and its advisors are highly confident in the ability to finance and consummate the proposed transaction Anthem is committed to a combination with Cigna |
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*Estimated based on projections as of 4/29/15.
Full Year 2015
Outlook*
Net income per diluted share
Greater than
$9.47
Add / (Subtract) -
net of related tax effects:
($0.11) $0.03 $0.01 Greater than $0.50 Net adjustment items Greater than $0.43 Adjusted net income per diluted share Greater than $9.90 GAAP Reconciliation 23 We have referenced "Adjusted Net Income Per Diluted Share" (or Adjusted EPS), a non-GAAP measure, in this
document. This non- GAAP measure is intended to aid
investors and analysts when comparing our financial results among periods. Management also uses this measure as a basis for evaluating performance, allocating resources, forecasting future operating periods and setting incentive
compensation targets. A reconciliation of this measure to
the most directly comparable measure calculated in accordance with GAAP is presented below. For additional details, refer to our earnings results press releases and SEC filings, including but not limited
to our Annual Report on Form 10-K for the year ended December
31, 2014, and our Quarterly Report on Form 10-Q for the three months ended March 31, 2015, available at www.antheminc.com. Net realized gains on investments Amortization of other intangible assets Other-than-temporary impairment losses on investments Loss on extinguishment of debt |