Coventry Health Care Announces Stockholder Approval of Merger Agreement with
BETHESDA, Md. -- November 21, 2012
Coventry Health Care, Inc. (NYSE: CVH) announced that its stockholders voted
at the stockholder special meeting held earlier today to approve the adoption
of the previously announced merger agreement, dated as of August 19, 2012, as
amended, providing for the acquisition of Coventry by Aetna.
Of the 104,941,398 shares voting at today’s special meeting of stockholders,
more than 99% voted in favor of the adoption of the merger agreement, which
represented approximately 78% of Coventry’s total outstanding shares of common
stock as of the October 15, 2012 record date.
The completion of this transaction remains subject to customary closing
conditions, including expiration of the federal Hart-Scott-Rodino antitrust
waiting period and approvals of state departments of insurance and other
regulators. Coventry and Aetna continue to expect that the transaction will be
completed in mid-2013.
Coventry Health Care (www.coventryhealthcare.com) is a diversified national
managed health care company based in Bethesda, Maryland, dedicated to
delivering high-quality health care solutions at an affordable price. Coventry
provides a full portfolio of risk and fee-based products including Medicare
and Medicaid programs, group and individual health insurance, workers’
compensation solutions, and network rental services. With a presence in every
state in the nation, Coventry’s products currently serve approximately 5
million individuals helping them receive the greatest possible value for their
health care investment.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can generally identify
forward-looking statements by the use of forward-looking terminology such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,”
“evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” or “will,” or the negative thereof or other
variations thereon or comparable terminology. These forward-looking statements
are only predictions and involve known and unknown risks and uncertainties,
many of which are beyond Aetna’s and Coventry’s control. Statements in this
document that are forward-looking, including the expected closing date of the
merger, are based on management’s estimates, assumptions and projections, and
are subject to significant uncertainties and other factors, many of which are
beyond Aetna’s and Coventry’s control. Important risk factors could cause
actual future events to differ materially from those currently expected by
Coventry’s management, including, but not limited to the outcome of various
litigation matters related to the proposed acquisition.
No assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do
occur, when they will occur and what impact they will have on the results of
operations, financial condition or cash flows of Aetna or Coventry. Neither
Aetna nor Coventry assumes any duty to update or revise forward-looking
statements, whether as a result of new information, future events or
otherwise, as of any future date.
Coventry Health Care, Inc.
EVP, Chief Financial Officer
SVP, Corporate Finance
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