8-KCorporate Changes

Cigna Group 8-K Report, Code of Ethics Amendment (Dec 20, 2018)

Filed December 20, 2018For Securities:CI

Summary

This 8-K filing from Cigna Group (CI) on December 20, 2018, formally announces the completion of its previously announced merger with Express Scripts Holding Company. The transaction, effective December 20, 2018, resulted in Express Scripts becoming a direct wholly owned subsidiary of Cigna (now known as Cigna Holding Company), with both entities operating under a new parent company, New Cigna (now Cigna Corporation). This marks a significant strategic event for Cigna, integrating a major pharmacy benefit manager into its healthcare services portfolio. The filing also notes the adoption of a new Code of Ethics and Principles of Conduct for the combined entity, effective on the closing date, underscoring the governance framework for the newly formed organization.

Key Highlights

  • 1Completion of the merger between Cigna Corporation and Express Scripts Holding Company.
  • 2The merger was effective as of December 20, 2018.
  • 3Express Scripts Holding Company is now a direct wholly owned subsidiary of the combined entity, operating under the new parent company, New Cigna (Cigna Corporation).
  • 4Cigna Corporation has been renamed Cigna Holding Company.
  • 5A new Code of Ethics and Principles of Conduct for New Cigna was adopted and became effective on the closing date.
  • 6The merger was originally announced on March 8, 2018, with amendments to the merger agreement later in the year.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally announce the completion of the merger between Cigna Corporation and Express Scripts Holding Company, which became effective on December 20, 2018.

Following the merger, Express Scripts Holding Company and Cigna Corporation (now Cigna Holding Company) are direct wholly owned subsidiaries of a new parent company named New Cigna, which is now known as Cigna Corporation.

The merger officially closed on December 20, 2018.

Yes, on December 20, 2018, New Cigna's board of directors adopted a new Code of Ethics and Principles of Conduct, which became effective on that date and applies to all employees of the combined entity.