Summary
Elevance Health, Inc. (formerly Anthem, Inc.) is filing this 8-K to announce the formal termination of its Agreement and Plan of Merger with Cigna Corporation. This follows previous judicial rulings that blocked the proposed acquisition. Specifically, on May 11, 2017, the Delaware Court of Chancery ruled that it would deny Elevance Health's motion for a preliminary injunction to prevent Cigna from terminating the merger agreement. Consequently, Elevance Health officially notified Cigna on May 12, 2017, of the termination of their merger agreement, which was originally signed in July 2015. This termination marks the end of a significant, protracted effort by Elevance Health to merge with Cigna. The anticipated deal faced substantial regulatory hurdles, including a successful challenge in the U.S. Circuit Court of Appeals. Investors should note that this filing confirms the definitive end to the merger, removing a major overhang and allowing the company to focus on its standalone strategy and future growth initiatives. The company also issued a press release on May 12, 2017, detailing this outcome, which is furnished as an exhibit to this report.
Key Highlights
- 1Elevance Health (then Anthem, Inc.) formally terminated the Agreement and Plan of Merger with Cigna Corporation on May 12, 2017.
- 2The termination follows a ruling by the Delaware Court of Chancery on May 11, 2017, denying Elevance Health's motion for a preliminary injunction to prevent Cigna from terminating the merger.
- 3The decision to terminate the merger agreement is a direct consequence of previous judicial rulings blocking the proposed acquisition of Cigna.
- 4The Merger Agreement was originally dated July 23, 2015.
- 5A press release was issued on May 12, 2017, to communicate the termination and its reasons, and is included as an exhibit.
- 6This filing confirms the definitive end to the previously announced merger attempt, removing significant uncertainty for investors.