AET - AETNA INC /PA/
Form S-4/A Period: AUG.28.15 Date Filed: AUG.28.15
Transcript Split
  
  
     
Move to First Section Move to Last Section
INDEX
ItemizedPage-by-Page
  Form S-4/A (Entire Filing)

Filing Body

Page 1: As filed with the Securities and Exchange Commission on August 27, 2015

Page 2: Information contained herein is subject to completion or amendment. A registration statement relatin

Page 3: Please pay particular attention to the section entitled Risk Factors beginning on page 61 of the acc

Page 4: ADDITIONAL INFORMATION

Page 5: Aetna Inc.

Page 6: Aetna s board of directors unanimously determined that the merger agreement, the merger and the othe

Page 7: YOUR VOTE IS IMPORTANT!

Page 8: Humana Inc.

Page 9: Adoption of the merger agreement requires the affirmative vote of holders of at least three-fourths

Page 10: YOUR VOTE IS IMPORTANT!

Page 11: TABLE OF CONTENTS

Page 12: N/A

Page 13: N/A

Page 14: QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETINGS

Page 15: Because Aetna will issue a fixed fraction of an Aetna common share in exchange for each share of Hum

Page 16: N/A

Page 17: N/A

Page 18: N/A

Page 19: N/A

Page 20: By Mail

Page 21: Please carefully consider the information contained in this joint proxy statement/prospectus. Whethe

Page 22: By Mail

Page 23: Please carefully consider the information contained in this joint proxy statement/prospectus. Whethe

Page 24: N/A

Page 25: N/A

Page 26: N/A

Page 27: Aetna shareholders:

Page 28: N/A

Page 29: N/A

Page 30: D.F. King Co., Inc.

Page 31: N/A

Page 32: SUMMARY

Page 33: Echo Merger Sub, Inc.

Page 34: Record Date

Page 35: Stock Ownership of and Voting by Humana Directors and Executive Officers.

Page 36: Required Vote

Page 37: Example: If you own 100 shares of Humana common stock at the time the merger is completed, you will

Page 38: Recommendations of the Humana Board of Directors (See Page 82)

Page 39: Opinions of Aetna s Financial Advisors (See Page 120)

Page 40: Ownership of Aetna Common Shares After the Mergers (See Page 89)

Page 41: N/A

Page 42: Listing of Aetna Common Shares and Delisting and Deregistration of Humana Common Stock (See Page 152

Page 43: The Mergers May Not Be Completed Without All Required Regulatory Approvals (See Page 144)

Page 44: N/A

Page 45: Description of Debt Financing (See Page 153)

Page 46: No Solicitation by Humana or Aetna (See Page 172)

Page 47: N/A

Page 48: Termination Fees (See Page 185)

Page 49: Specific Performance; Remedies (See Page 186)

Page 50: Rights of Humana Stockholders Will Change as a Result of the Merger (See Page 208)

Page 51: SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AETNA

Page 52: N/A

Page 53: SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF HUMANA

Page 54: N/A

Page 55: COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

Page 56: N/A

Page 57: AETNA AND HUMANA UNAUDITED PRO FORMA CONDENSED

Page 58: N/A

Page 59: Unaudited Pro Forma Condensed Combined Statement of Income For the Year Ended December 31, 2014

Page 60: Unaudited Pro Forma Condensed Combined

Page 61: Unaudited Pro Forma Condensed Combined

Page 62: NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Page 63: N/A

Page 64: N/A

Page 65: N/A

Page 66: N/A

Page 67: N/A

Page 68: N/A

Page 69: Certain amounts may reflect rounding adjustments.

Page 70: N/A

Page 71: N/A

Page 72: COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Page 73: Dividends

Page 74: RISK FACTORS

Page 75: After completion of the mergers, Aetna may fail to realize the anticipated benefits and cost savings

Page 76: Aetna and Humana may have difficulty attracting, motivating and retaining executives and other key e

Page 77: In addition to receipt of certain governmental authorizations, completion of the mergers is subject

Page 78: Certain of Humana s executive officers and directors have interests in the merger that may be differ

Page 79: Failure to complete the mergers could negatively impact the stock price and the future business and

Page 80: Current Aetna shareholders and Humana stockholders will have a reduced ownership and voting interest

Page 81: The indebtedness of Aetna following completion of the mergers will be substantially greater than Aet

Page 82: The opinions obtained by each of Aetna s and Humana s board of directors from their respective finan

Page 83: N/A

Page 84: CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Page 85: N/A

Page 86: THE COMPANIES

Page 87: Merger Sub 2

Page 88: SPECIAL MEETING OF SHAREHOLDERS OF AETNA

Page 89: Aetna Record Date; Outstanding Shares; Shareholders Entitled to Vote

Page 90: Share Ownership of and Voting by Aetna Directors and Executive Officers

Page 91: In Person

Page 92: Your vote is very important, regardless of the number of shares you own. Whether or not you expect t

Page 93: Adjournment

Page 94: Assistance

Page 95: SPECIAL MEETING OF STOCKHOLDERS OF HUMANA

Page 96: Humana Record Date; Outstanding Shares; Stockholders Entitled to Vote

Page 97: through a broker, bank or other nominee holder of record to give voting instructions to that broker,

Page 98: By Mail

Page 99: Your vote is very important, regardless of the number of shares you own. Whether or not you expect t

Page 100: Householding

Page 101: Stockholders should not send any stock certificates at this time.

Page 102: HUMANA PROPOSAL I: ADOPTION OF THE MERGER AGREEMENT AND

Page 103: N/A

Page 104: N/A

Page 105: N/A

Page 106: N/A

Page 107: N/A

Page 108: N/A

Page 109: N/A

Page 110: N/A

Page 111: N/A

Page 112: N/A

Page 113: N/A

Page 114: N/A

Page 115: N/A

Page 116: Certain Relationships between Aetna and Humana

Page 117: Humana s Reasons for the Mergers; Recommendation of the Humana Board of Directors that Humana Stockh

Page 118: Benefits and Synergies of the Combined Company

Page 119: Certain Terms of the Merger Agreement, including:

Page 120: N/A

Page 121: HUMANA S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT.

Page 122: Aetna s Reasons for the Mergers; Recommendation of the Aetna Board of Directors that Aetna Sharehold

Page 123: Other Factors

Page 124: Certain Other Factors

Page 125: N/A

Page 126: THE AETNA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT AETNA SHAREHOLDERS VOTE FOR THE STOCK ISSUA

Page 127: N/A

Page 128: Historical Trading Analyses

Page 129: Illustrative Present Value of Future Share Price Analysis

Page 130: Illustrative Discounted Cash Flow Analysis

Page 131: Illustrative Value of Offer Analysis

Page 132: N/A

Page 133: Opinions of Aetna s Financial Advisors

Page 134: N/A

Page 135: The following is a summary of the material financial analyses presented to the Aetna board of direct

Page 136: N/A

Page 137: Selected Precedent Transaction Analysis

Page 138: Discounted Cash Flow Analysis

Page 139: Historical Trading Analysis

Page 140: Discounted Cash Flow Analysis of Aetna

Page 141: Other Information

Page 142: Aetna selected Citi to provide certain financial advisory services in connection with the mergers ba

Page 143: The full text of Lazard s written opinion, dated July 2, 2015, which sets forth the assumptions made

Page 144: N/A

Page 145: The summary of the analyses and reviews provided below includes information presented in tabular for

Page 146: Humana Discounted Cash Flow Analysis with Synergies

Page 147: Selected Precedent Transactions Analyses

Page 148: Other Analyses

Page 149: Aetna Discounted Cash Flow Analysis

Page 150: Additional Analyses

Page 151: Unaudited Prospective Financial Information

Page 152: Adjusted Humana Projections

Page 153: Aetna Projections

Page 154: N/A

Page 155: Adjusted Aetna Projections

Page 156: General

Page 157: The inclusion of the parties projections in this joint proxy statement/prospectus should not be rega

Page 158: Federal and State Regulatory Approvals

Page 159: N/A

Page 160: N/A

Page 161: Weinberger v. UOP, Inc., et al.

Page 162: Failure to comply with all the procedures set forth in Section 262 will result in the loss of a Huma

Page 163: Tax Opinions

Page 164: Reporting

Page 165: Backup Withholding and Information Reporting

Page 166: In re Humana Inc. Shareholder Litigation

Page 167: Interest

Page 168: Term Loan

Page 169: Revolving Credit Agreement

Page 170: THE MERGER AGREEMENT

Page 171: Completion and Effectiveness of the Mergers

Page 172: Fractional Shares

Page 173: Treatment of Humana Equity Awards

Page 174: Humana Performance Share Units

Page 175: Additional Conditions to Completion for the Benefit of Aetna and Merger Subs

Page 176: Additional Conditions to Completion for the Benefit of Humana

Page 177: Representations and Warranties

Page 178: Definition of Material Adverse Effect

Page 179: N/A

Page 180: Conduct of Business Pending the Mergers

Page 181: N/A

Page 182: N/A

Page 183: Obligations to Call Stockholders and Shareholders Meetings

Page 184: Obligations to Recommend the Adoption of the Merger Agreement and the Approval of the Stock Issuance

Page 185: No Solicitation

Page 186: N/A

Page 187: Acquisition proposal

Page 188: Reasonable Best Efforts Covenant

Page 189: N/A

Page 190: Financing

Page 191: Cooperation of Humana

Page 192: Compliance with Humana s Existing Indenture

Page 193: Indemnification and Insurance

Page 194: Employee Matters

Page 195: Tax Matters

Page 196: Termination of the Merger Agreement

Page 197: N/A

Page 198: Termination Fees and Expenses

Page 199: Exclusive Remedy

Page 200: Third-Party Beneficiaries

Page 201: INTERESTS OF HUMANA S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

Page 202: Unvested Equity Interests of Humana s Directors and Executive Officers

Page 203: Non-Employee Director Continuing Health Benefits

Page 204: Change in Control Agreements

Page 205: Non-Compete Payments

Page 206: Quantification of Potential Payments to Humana Named Executive Officers in Connection with the Merge

Page 207: N/A

Page 208: N/A

Page 209: N/A

Page 210: HUMANA PROPOSAL II: ADJOURNMENT OF THE HUMANA SPECIAL MEETING

Page 211: HUMANA PROPOSAL III: ADVISORY VOTE ON MERGER-RELATED

Page 212: AETNA PROPOSAL II: ADJOURNMENT OF THE AETNA SPECIAL MEETING

Page 213: DESCRIPTION OF AETNA CAPITAL STOCK

Page 214: Certain Anti-Takeover Provisions

Page 215: N/A

Page 216: Potential Issuances of Aetna Preferred Shares

Page 217: Potential Issuances of Rights to Purchase Securities

Page 218: No Shareholder Action by Written Consent

Page 219: N/A

Page 220: N/A

Page 221: COMPARISON OF STOCKHOLDER RIGHTS

Page 222: N/A

Page 223: N/A

Page 224: N/A

Page 225: N/A

Page 226: N/A

Page 227: N/A

Page 228: N/A

Page 229: N/A

Page 230: N/A

Page 231: N/A

Page 232: N/A

Page 233: N/A

Page 234: N/A

Page 235: N/A

Page 236: N/A

Page 237: N/A

Page 238: N/A

Page 239: N/A

Page 240: LEGAL MATTERS

Page 241: Humana

Page 242: WHERE YOU CAN FIND MORE INFORMATION

Page 243: If you would like to request documents, please do so by October 13, 2015, in order to receive them b

Page 244: N/A

Page 245: ANNEX A

Page 246: TABLE OF CONTENTS

Page 247: N/A

Page 248: N/A

Page 249: N/A

Page 250: AGREEMENT AND PLAN OF MERGER

Page 251: Affiliate

Page 252: Company Equity Awards

Page 253: Company Stock Plans

Page 254: ERISA

Page 255: Health Care Programs

Page 256: Order

Page 257: N/A

Page 258: Parent Stock Price

Page 259: SEC

Page 260: N/A

Page 261: N/A

Page 262: Other Definitional and Interpretative Provisions.

Page 263: Closing

Page 264: Exchange Ratio

Page 265: Exchange Fund.

Page 266: Dissenting Stockholders

Page 267: Company Equity Awards.

Page 268: Assumed Restricted Unit Award

Page 269: Reservation of Shares

Page 270: Further Assurances.

Page 271: Company Organizational Documents

Page 272: NYSE

Page 273: Subsidiaries.

Page 274: Company SEC Documents

Page 275: Financial Statements and Financial Matters.

Page 276: Absence of Certain Changes.

Page 277: Compliance with Applicable Laws.

Page 278: Company Material Contract

Page 279: N/A

Page 280: Taxes.

Page 281: Employees and Employee Benefit Plans.

Page 282: Labor Matters.

Page 283: Company Registered IP

Page 284: Lease

Page 285: Company Insurance Policies

Page 286: Corporate Existence and Power.

Page 287: Parent Organizational Documents

Page 288: Parent Required Governmental Authorizations

Page 289: Subsidiaries.

Page 290: Financial Statements and Financial Matters.

Page 291: Parent Statutory Filings

Page 292: Litigation.

Page 293: Taxes.

Page 294: Employees and Employee Benefit Plans.

Page 295: Labor Matters.

Page 296: Environmental Matters.

Page 297: Antitakeover Statutes.

Page 298: No Other Parent Representations and Warranties.

Page 299: Conduct of the Company.

Page 300: provided

Page 301: provided

Page 302: provided

Page 303: Company Adverse Recommendation Change

Page 304: provided

Page 305: Company Superior Proposal

Page 306: N/A

Page 307: Transition Team

Page 308: Conduct of Parent.

Page 309: Parent Adverse Recommendation Change

Page 310: provided

Page 311: Parent Superior Proposal

Page 312: Obligations of Merger Sub 1 and Merger Sub 2.

Page 313: D O Claim

Page 314: Maximum Premium

Page 315: Annual Incentive Plans

Page 316: Alternative Financing

Page 317: Confidentiality Agreement

Page 318: Regulatory Material Adverse Effect

Page 319: provided

Page 320: Joint Proxy Statement/Prospectus

Page 321: provided

Page 322: Parent Stockholder Meeting

Page 323: provided

Page 324: State Takeover Statutes.

Page 325: Conditions to the Obligations of Parent, Merger Sub 1 and Merger Sub 2.

Page 326: CMS Sanction

Page 327: Termination.

Page 328: provided

Page 329: Effect of Termination.

Page 330: Regulatory Termination Fee

Page 331: Notices.

Page 332: provided

Page 333: provided

Page 334: Counterparts; Effectiveness.

Page 335: N/A

Page 336: EXHIBIT A

Page 337: N/A

Page 338: Annex B

Page 339: N/A

Page 340: N/A

Page 341: N/A

Page 342: Annex C

Page 343: N/A

Page 344: N/A

Page 345: Annex D

Page 346: N/A

Page 347: N/A

Page 348: Annex E

Page 349: N/A

Page 350: N/A

Page 351: Part II

Page 352: Exhibits and Financial Statement Schedules

Page 353: Undertakings

Page 354: N/A

Page 355: N/A

Page 356: SIGNATURES

Page 357: N/A

Page 358: EXHIBIT INDEX

Page 359: ExhibitNumber

Exhibits

   CURRENT PAGE
    Download Current Page as a Word Document  Download Current Page as a PDF Document    Download Excel File of Financials