According to the Complaint, Express Scripts is the largest independent pharmacy benefit management (“PBM”) company in the U.S.
On March 8, 2018, Express Scripts and Cigna issued a joint press release announcing they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated March 8, 2018. Pursuant to the terms of the Merger Agreement, following a series of mergers, Express Scripts and Cigna will be combined under a new holding company, New Cigna, which will be renamed “Cigna Corporation” immediately after the mergers. Express Scripts stockholders will receive 0.2434 of a share of New Cigna common stock and $48.75 in cash for each Express Scripts common share held. The Proposed Transaction is valued at approximately $54 billion, excluding debt.
On May 16, 2018, New Cigna filed a Form S-4 Registration Statement containing a proxy statement of Express Scripts (the “Registration Statement”) with the SEC in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement, which recommends that Express Scripts stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Express Scripts’ and Cigna’s financial projections, relied upon by Express Scripts’ financial advisors, Centerview Partners LLC (“Centerview”) and Lazard Frères & Co. LLC (“Lazard”), in their financial analyses; (ii) the valuation analyses prepared by Centerview and Lazard in connection with the rendering of their fairness opinions; (iii) the sale process leading to the Proposed Transaction; and (iv) Lazard’s potential conflicts of interest. The Complaint alleges that the failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act, as Express Scripts stockholders need such information to make a fully-informed voting or appraisal decision in connection with the Proposed Transaction.