SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 23, 2018

(Exact name of registrant as specified in its charter)

900 Cottage Grove Road

 (Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On September 27, 2018, Cigna Corporation (the “Company”) announced changes to its enterprise leadership structure, including the enterprise leadership team that is expected to be in place upon the closing of its previously announced acquisition of Express Scripts Holding Company (“Express Scripts”).  Matthew G. Manders will join the Company as President, Strategy & Solutions, effective December 1, 2018.  Mr. Manders, 56, served as the Company’s President, Government & Individual Programs and Group Insurance from February 2017 until his retirement in October 2017; President, U.S. Markets from June 2014 until February 2017; and President, Regional and Operations from November 2011 until June 2014.

In connection with Mr. Manders’ appointment, as described in the offer letter accepted by Mr. Manders on September 23, 2018, he will receive an annual base salary of $850,000, transitional strategic performance shares (“SPS”) for the 2017–2019 performance period with a grant date fair value of $561,000, transitional SPSs for the 2018–2020 performance period with a grant date fair value of $1,139,000 and a grant of restricted stock with a grant date fair value of $500,000, which will vest on the third anniversary of the grant date.  Further, he will be eligible for an annual cash incentive with a target award value of $1,000,000 (prorated for 2018 based on his hire date) and annual long-term equity incentives with a target award value of $3,900,000.  Mr. Manders will be eligible to participate in employee benefit plans, in accordance with their terms.  

Also on September 27, 2018, the Company announced that the employment of Christopher J. Hocevar, President, Strategy, Segments & Solutions, will end on October 12, 2018.  On September 26, 2018, the Company and Mr. Hocevar executed an Agreement and Release in connection with his separation (the “Agreement and Release”). The Agreement and Release includes customary confidentiality, non-solicitation, non-competition, non-disparagement and release provisions.  In addition, the agreement provides for benefits consisting of: (1) a cash payment of $116,346, payable in installments through December 31, 2018; (2) a cash payment of $500,000, which is equal to 100% of Mr. Hocevar’s 2018 cash incentive target; (3) a cash payment of $1,758,654, payable in a lump sum between January 1, 2019 and March 15, 2019; and (4) payout of previously awarded SPS for the 2016–2018, 2017–2019 and 2018–2020 performance periods.  The estimated aggregate value of these benefits is approximately $4.6 million, based on a stock price of $202.43 per share, the closing price of Cigna's common stock on September 26, 2018.  The percentage of actual shares earned and timing of the payment of the SPS awards will be determined by the People Resources Committee of the Board of Directors in accordance with the terms of the LTIP.

FORWARD LOOKING STATEMENTS

Information included or incorporated by reference in this Current Report on Form 8-K, and information which may be contained in other filings with the Securities and Exchange Commission (the "SEC") and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking statements include, among other things, statements of plans, objectives, expectations (financial or otherwise) or intentions, including statements concerning the potential future performance of Cigna, Express Scripts, or the combined company, the potential for new laws or regulations, or any impact of any such new laws or regulations, including on the business of Cigna, Express Scripts or the combined company, the ability to achieve the anticipated benefits of the proposed merger, on the expected timeline or at all, the timeline for deleveraging the combined company, and the ability to consummate the proposed merger, on the anticipated timeline or at all, and other statements regarding the parties' future beliefs, expectations, plans, intentions, financial condition or performance.  You may identify forward-looking statements by the use of words such as "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "may," "should," "will" or other words or expressions of similar meaning, although not all forward-looking statements contain such terms.

 

Forward-looking statements, including as they relate to Express Scripts or Cigna, the management of either such company, the transaction or any expected benefits of the transaction, involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Express Scripts and Cigna do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following:

·

the inability of Express Scripts and Cigna to obtain regulatory approvals required for the merger or the requirement to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals;

·

the possibility that the anticipated benefits from the merger (including anticipated synergies) cannot be realized in full, or at all or may take longer to realize than expected;

·

a longer time than anticipated to consummate the proposed merger;

·

problems regarding the successful integration of the businesses of Express Scripts and Cigna;

·

unexpected costs regarding the proposed merger;

·

diversion of management's attention from ongoing business operations and opportunities;

·

potential litigation associated with the proposed merger;

·

the ability to retain key personnel;

·

the availability of financing;

·

effects on the businesses as a result of uncertainty surrounding the proposed merger;

·

the ability of the combined company to achieve financial, strategic and operational plans and initiatives;

·

the ability of the combined company to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers;

·

the impact of modifications to the combined company's operations and processes;

·

the ability of the combined company to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions;

·

the substantial level of government regulation over the combined company's business and the potential effects of new laws or regulations or changes in existing laws or regulations;

·

the outcome of litigation relating to the businesses of Express Scripts and Cigna, regulatory audits, investigations, actions and/or guaranty fund assessments;

·

uncertainties surrounding participation in government-sponsored programs such as Medicare;

·

the effectiveness and security of the combined company's information technology and other business systems;

·

unfavorable industry, economic or political conditions, including foreign currency movements;

 

 

 

·

acts of war, terrorism, natural disasters or pandemics; and

·

the industry may be subject to future risks that are described in SEC reports filed by Express Scripts and Cigna.

You should carefully consider these and other relevant factors, including those risk factors in this communication and other risks and uncertainties that affect the businesses of Express Scripts and Cigna described in their respective filings with the SEC, when reviewing any forward-looking statement. These factors are noted for investors as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider the foregoing list, or the risks identified in SEC filings, to be a complete discussion of all potential risks or uncertainties, and should not place undue reliance on forward-looking statements.

IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

This communication does not constitute an offer to sell or solicitation of an offer to buy any securities. In connection with the proposed transaction, the newly formed company which will become the holding company following the transaction ("New Cigna") filed with the SEC a registration statement on Form S-4.  The registration statement on Form S-4 includes a joint proxy statement of Cigna and Express Scripts that also constitutes a prospectus of New Cigna. These materials are not final and may be further amended. The registration statement was declared effective by the SEC on July 16, 2018, and Cigna and Express Scripts commenced mailing the definitive joint proxy statement/prospectus to the respective stockholders of Cigna and Express Scripts on or about July 17, 2018. Cigna and Express Scripts also plan to file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the registration statement or the joint proxy statement/prospectus or any other document which Cigna, Express Scripts or New Cigna may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the registration statement on Form S-4 and the definitive joint proxy statement/prospectus and other relevant documents filed by New Cigna, Cigna and Express Scripts with the SEC at the SEC's website at www.sec.gov. Copies of documents filed with the SEC by Cigna will be available free of charge on Cigna's website at www.Cigna.com or by contacting Cigna's Investor Relations Department at (215) 761-4198. Copies of documents filed with the SEC by Express Scripts will be available free of charge on Express Scripts' website at www.express-scripts.com or by contacting Express Scripts' Investor Relations Department at (314) 810-3115.

NO OFFER OR SOLICITATION

This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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