On December 3, 2017, Aetna and CVS issued a joint press release announcing the entry into a Transaction Agreement (the “Transaction Agreement”) by and among the Company, CVS, Hudson Merger Sub Corp. (“Merger Sub”), a wholly owned subsidiary of CVS, pursuant to which Merger Sub will merge with and into the Company, and Aetna will be the surviving company following the merger and no longer a publicly traded corporation. Pursuant to the terms of the Transaction Agreement, each stock of Aetna’s public common stockholders will be converted into the right to receive (i) 0.8378 (the “Exchange Ratio”) fully paid and non-assessable shares of CVS Common Stock (the “Share Consideration”) and (ii) $145.00 in cash without interest thereon (the “Cash Consideration” and, together with the Share Consideration, the “Merger Consideration”), which would value Aetna at approximately $207.94 per share. The Proposed Transaction is valued at approximately $77 billion.
The Complaint alleges that on January 4, 2018, in order to convince Aetna’s stockholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement (the “S-4”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that in particular, the S-4 contains materially incomplete and misleading information concerning: (i) financial projections for the Company; (ii) the valuation analyses performed by the Company’s financial advisor, Lazard Fre?res & Co. LLC (“Lazard”), in support of its fairness opinions; (iii) the terms and details surrounding any alternative indications of interest in the Company solicited or received from other company; and (iv) the actual Merger Consideration.
This case was dismissed voluntarily on March 2, 2018.