8-KRegulation FDOther EventsExhibits & Filings

Elevance Health, Inc. 8-K Report, Regulation FD Disclosure (Jun 22, 2015)

Filed June 22, 2015For Securities:ELV

Summary

Elevance Health, Inc. (formerly Anthem, Inc.) filed this 8-K report on June 22, 2015, to disclose its investor presentation and a press release regarding its proposal to acquire Cigna Corporation. The company is highlighting the significant value proposition of its offer, which proposes to acquire all outstanding Cigna shares for a combination of cash and stock valued at $184 per share. Additionally, the filing reaffirms Elevance Health's full-year 2015 net income guidance, expecting it to exceed $9.47 per share, with adjusted net income projected to be greater than $9.90 per share. This guidance remains consistent with prior communications and does not incorporate any new adjustment items beyond those reported in the first quarter of 2015. Investors should note that this report primarily serves to disseminate information about the proposed acquisition and financial outlook, and is accompanied by detailed exhibits providing further context.

Key Highlights

  • 1Anthem, Inc. (now Elevance Health) announced a proposal to acquire Cigna Corporation for $184 per share in cash and stock.
  • 2The company released an investor presentation and press release on June 22, 2015, to communicate the value of the acquisition proposal.
  • 3Elevance Health reaffirmed its full-year 2015 net income guidance, projecting it to be greater than $9.47 per share.
  • 4Adjusted net income guidance for 2015 was also reaffirmed at greater than $9.90 per share.
  • 5The financial guidance provided for 2015 includes no new net adjustment items beyond those already reported in Q1 2015.
  • 6The filing also includes a press release from June 20, 2015, detailing the initial proposal to Cigna's board.
  • 7The company is actively engaging in communications related to the potential merger, including hosting a conference call on June 22, 2015.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly announce and provide supporting materials (an investor presentation and press releases) for Elevance Health's (then Anthem, Inc.) proposal to acquire Cigna Corporation. It also serves to reaffirm the company's financial guidance for the full year 2015.

Elevance Health proposed to acquire all outstanding shares of Cigna Corporation for a total consideration of $184 per share, to be paid in a combination of cash and Elevance Health's common stock.

Elevance Health reaffirmed its net income guidance for full year 2015, expecting it to be greater than $9.47 per share. Excluding certain unfavorable items, the adjusted net income is projected to be greater than $9.90 per share. This guidance remains consistent with previous reports and does not include new adjustment items.

No, this filing primarily serves as a disclosure of the proposed acquisition and the company's financial guidance. It includes press releases and an investor presentation related to the proposal, but not definitive financial statements or the final terms of any agreement, as the proposal was just made. Further filings would be required if a transaction progresses.