According to the Complaint, CVS Health Corporation ("CVS") and its subsidiaries comprise the largest integrated pharmacy health care provider in the United States based upon revenues and prescriptions filled.

This is a securities class action on behalf of all former Aetna shareholders who acquired CVS shares in exchange for their Aetna shares in connection with CVS's acquisition of Aetna on November 28, 2018 (the "Acquisition”). Since November 28, 2018, Aetna has been a subsidiary of CVS.

On May 20, 2015, CVS Pharmacy, Inc., a wholly owned subsidiary of CVS, entered into a merger agreement to acquire Omnicare, Inc., a provider of pharmaceuticals and related pharmacy services to long-term care (“LTC”) facilities (e.g., assisted living, skilled nursing, and senior centers) and a provider of specialty pharmacy and commercialization services for the bio-pharmaceutical industry.

In connection with the acquisition of Aetna, Defendants filed with the SEC a Registration Statement on Form S-4, which was declared effective on February 9, 2018, and a joint proxy statement/prospectus on Form 424B3 (collectively the “Offering Documents”). The Complaint alleges that the Offering Documents contained materially false and/or misleading statements about CVS’s compliance with Generally Accepted Accounting Principles (“GAAP”). In particular, the Complaint alleges Aetna shareholders approved the Acquisition not knowing that CVS’s reporting of its goodwill asset was not GAAP-compliant, that the Omnicare-related goodwill was materially impaired, and that the price of CVS shares was materially inflated.

On August 26, 2020, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed a consolidated Complaint on September 16. On November 23, 2022, Lead Plaintiff filed an amended consolidated Complaint.