Cigna Anthem Merger Agreement

Anthem and Cigna will hold a conference call and webcast today.m July 24, 2015, at 8:30 a.m. Eastern Day Time (“EDT”) to discuss the transaction. The conference call must be viewed at least 15 minutes before the start under the following numbers. An investor presentation is available for download under www.antheminc.com or www.cigna.com/aboutcigna/investors under the “Investors” link. Recently, the Delaware Court of Chancery refused to award damages in an abortive merger between Anthem, Inc. and Cigna Corporation, depending on the finding that Cigna had breached its obligations under the merger agreement. In re Anthem-Cigna Merger Litigation, 2020 WL 5106556 (Del. Ch. August 31, 2020). While the investigation is important in this case and the decision exceeds 300 pages, the Chancery Court has analysed, in its conclusions, a number of contractual elements used in modern mergers and has highlighted several important concepts that the parties to merger agreements should take into account in the future. Cigna violated regulatory efforts and regulatory cooperation by actively undermining Anthem`s regulatory strategy. The court found that after opposing the merger, Cigna`s team had “seen the failure to obtain administrative clearance when they saw their ticket.” The Tribunal found that, on the whole, these measures were contrary to the covenant effort regulations. Regardless of this, “Cigna`s decision on whether the buyers were viable or not” and insisting that Anthem erect a buyer`s viability with the DOJ (and then contact the DOJ itself to do so) against the Regulatory Efforts and Regulatory Cooperation Covenants.

In addition, Cigna`s opposition to an assignment against the Regulatory Efforts Covenant, which stipulated that Cigna was required to continue the sale if the DOJ objected to the merger and if an assignment was necessary and appropriate. . . .

About the Author