Filed by Humana Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Humana Inc.
Commission File No.: 001-05975
Date: September 8, 2015
The following document was made available on Humanas internal website on September 8, 2015:
Humana-Aetna merger: Aetna CEO touts Healthy Days, Humana culture
Watch Mark Bertolini discuss how Humanas use of the CDCs Healthy Days accelerates Aetnas mission.
During his companys most recent Quarterly Employee Meeting, Aetna Chairman and CEO Mark Bertolini took a few minutes to share his thoughts on how Humanas culture and adoption of the CDCs Healthy Days measure accelerates Aetnas mission of building a healthier world.
Beginning today, Hi! will begin alternating stories about our proposed merger with Aetna and associate FAQs about the transaction. Were excited to highlight various aspects of the proposed merger and answer your questions about specific details of the transaction.
Our first story in the series features a video of Aetna Chairman and CEO Mark Bertolini discussing Humanas use of the Healthy Days measure and how it aligns with Aetnas mission.
Healthy Days (link to: https://hi.humana.com/article/humana-researches-healthy-days) is a survey from the Centers for Disease Control and Prevention (CDC) that tracks the health status of people and their health-related quality of life. Humana uses Healthy Days to measure progress toward our goal of helping the communities we serve (link to: http://connect.humana.com/sites/humanresources/EnterpriseGoal/Pages/default.aspx) become healthier.
During his companys most recent Quarterly Employee Meeting, Aetna Chairman and CEO Mark Bertolini took a few minutes to share his thoughts on how Humanas culture and adoption of the Healthy Days measure accelerates Aetnas mission of building a healthier world.
g Watch the video (link to: https://www.youtube.com/watch?v=8ulRUCrc-Kk)
Humana, Aetna merger questions answered (link to: https://hi.humana.com/article/humana-aetna-merger-questions-answered)
A message from Bruce Broussard Aug. 19, 2015 (link to: https://hi.humana.com/article/a-message-from-bruce-broussard-2)
A message from Bruce Broussard July 24, 2015 (link to: https://hi.humana.com/article/a-message-from-bruce-broussard)
Bruce Broussard hosts town hall meeting regarding merger with Aetna (link to: https://hi.humana.com/article/bruce-broussard-hosts-town-hall-meeting-regarding-merger-with-aetna)
An important message from Bruce Broussard July 4, 2015 (link to: https://hi.humana.com/article/an-important-message-from-bruce-broussard)
Important Information for Investors and Stockholders
These materials do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between Aetna Inc. (Aetna) and Humana Inc. (Humana), on August 28, 2015, Aetna filed with the Securities and Exchange Commission (the SEC) a registration statement on Form S-4, including Amendment No. 1 thereto, containing a joint proxy statement/prospectus of Aetna and Humana, and each of Aetna and Humana has filed and will file other documents with respect to the proposed acquisition of Humana. The registration statement was declared effective on August 28, 2015, and Aetna and Humana commenced mailing the definitive joint proxy statement/prospectus to Humanas stockholders and Aetnas shareholders on or about September 1, 2015. INVESTORS AND SECURITY HOLDERS OF AETNA AND HUMANA ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and other documents filed with the SEC by Aetna or Humana through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Aetna are available free of charge on Aetnas internet website at http://www.Aetna.com or by contacting Aetnas Investor Relations Department at 860-273-2402. Copies of the documents filed with the SEC by Humana are available free of charge on Humanas internet website at http://www.Humana.com or by contacting Humanas Investor Relations Department at 502-580-3622.
Aetna, Humana, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Humana is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 18, 2015, its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March 6, 2015, and its Current Report on Form 8-K, which was filed with the SEC on April 17, 2015. Information about the directors and executive officers of Aetna is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015, its proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 3, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on May 19, 2015, May 26, 2015 and July 2, 2015. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
These materials contain 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 Aetnas and Humanas control.
Statements in these materials regarding Aetna and Humana that are forward-looking, including projections as to the anticipated benefits of the pending transaction, increased membership as a result of the pending transaction, the impact of the pending transaction on Aetnas and Humanas businesses and share of revenues from government business, the impact of the transaction on Aetnas and Humanas operating earnings per share, earnings before interest, taxes, depreciation and amortization (EBITDA), revenues and parent cash flows, the synergies from the pending transaction, and the closing date for the pending transaction, are based on managements estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Aetnas and Humanas control. In particular, projected financial information for the combined businesses of Aetna and Humana is based on managements estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of Aetna or Humana. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to: the timing to consummate the proposed acquisition; the risk that a condition to closing of the proposed acquisition may not be satisfied; the risk that a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; Aetnas and Humanas ability to achieve the synergies and value creation contemplated by the proposed acquisition; Aetnas ability to promptly and effectively integrate Humanas businesses; the diversion of management time on acquisition-related issues; unanticipated increases in medical costs (including increased intensity or medical utilization as a result of flu or otherwise; changes in membership mix to higher cost or lower-premium products or membership-adverse selection; medical cost increases resulting from unfavorable changes in contracting or re-contracting with providers (including as a result of provider consolidation and/or integration); and increased pharmacy costs (including in Aetnas and Humanas health insurance exchange products)); the profitability of Aetnas and Humanas public health insurance exchange products, where membership is higher than Aetna or Humana projected and may have more adverse health status and/or higher medical benefit utilization than Aetna or Humana projected; uncertainty related to Aetnas and Humanas accruals for health care reforms reinsurance, risk adjustment and risk corridor programs (3Rs); the implementation of health care reform legislation, including collection of health care reform fees, assessments and taxes through increased premiums; adverse legislative, regulatory and/or judicial changes to or interpretations of existing health care reform legislation and/or regulations (including those relating to minimum MLR rebates); the implementation of health insurance exchanges; Aetnas and Humanas ability to offset Medicare Advantage and PDP rate pressures; and changes in Aetnas and Humanas future cash requirements, capital requirements, results of operations, financial condition and/or cash flows. Health care reform will continue to significantly impact Aetnas and Humanas
business operations and financial results, including Aetnas and Humanas pricing and medical benefit ratios. Key components of the legislation will continue to be phased in through 2018, and Aetna and Humana will be required to dedicate material resources and incur material expenses during 2015 to implement health care reform. Certain significant parts of the legislation, including aspects of public health insurance exchanges, Medicaid expansion, reinsurance, risk corridor and risk adjustment and the implementation of Medicare Advantage and Part D minimum medical loss ratios (MLRs), require further guidance and clarification at the federal level and/or in the form of regulations and actions by state legislatures to implement the law. In addition, pending efforts in the U.S. Congress to amend or restrict funding for various aspects of health care reform, and litigation challenging aspects of the law continue to create additional uncertainty about the ultimate impact of health care reform. As a result, many of the impacts of health care reform will not be known for the next several years. Other important risk factors include: adverse changes in health care reform and/or other federal or state government policies or regulations as a result of health care reform or otherwise (including legislative, judicial or regulatory measures that would affect Aetnas or Humanas business model, restrict funding for or amend various aspects of health care reform, limit Aetnas or Humanas ability to price for the risk it assumes and/or reflect reasonable costs or profits in its pricing, such as mandated minimum medical benefit ratios, or eliminate or reduce ERISA pre-emption of state laws (increasing Aetnas or Humanas potential litigation exposure)); adverse and less predictable economic conditions in the U.S. and abroad (including unanticipated levels of, or increases in the rate of, unemployment); reputational or financial issues arising from Aetnas and Humanas social media activities, data security breaches, other cybersecurity risks or other causes; Aetnas and Humanas ability to diversify Aetnas and Humanas sources of revenue and earnings, transform Aetnas and Humanas business model, develop new products and optimize Aetnas and Humanas business platforms; adverse changes in size, product or geographic mix or medical cost experience of membership; managing executive succession and key talent retention, recruitment and development; failure to achieve and/or delays in achieving desired rate increases and/or profitable membership growth due to regulatory review or other regulatory restrictions, the difficult economy and/or significant competition, especially in key geographic areas where membership is concentrated, including successful protests of business awarded to Aetna or Humana; failure to adequately implement health care reform; the outcome of various litigation and regulatory matters, including audits, challenges to Aetnas and Humanas minimum MLR rebate methodology and/or reports, guaranty fund assessments, intellectual property litigation and litigation concerning, and ongoing reviews by various regulatory authorities of, certain of Aetnas and Humanas payment practices with respect to out-of-network providers and/or life insurance policies; Aetnas and Humanas ability to integrate, simplify, and enhance Aetnas and Humanas existing products, processes and information technology systems and platforms to keep pace with changing customer and regulatory needs; Aetnas ability to successfully integrate Aetnas businesses (including Humana, Coventry, bswift LLC and other businesses Aetna may acquire in the future) and implement multiple strategic and operational initiatives simultaneously; Aetnas and Humanas ability to manage health care and other benefit costs; adverse program, pricing, funding or audit actions by federal or state government payors, including as a result of sequestration and/or curtailment or elimination of the Centers for Medicare & Medicaid Services star rating bonus payments; Aetnas and Humanas ability to reduce administrative expenses while maintaining targeted levels of service and operating performance; failure by a service
provider to meet its obligations to us; Aetnas and Humanas ability to develop and maintain relationships (including collaborative risk-sharing agreements) with providers while taking actions to reduce medical costs and/or expand the services Aetna and Humana offers; Aetnas and Humanas ability to demonstrate that Aetnas and Humanas products and processes lead to access to quality affordable care by Aetnas and Humanas members; Aetnas and Humanas ability to maintain Aetnas and Humanas relationships with third-party brokers, consultants and agents who sell Aetnas and Humanas products; increases in medical costs or Group Insurance claims resulting from any epidemics, acts of terrorism or other extreme events; changes in medical cost estimates due to the necessary extensive judgment that is used in the medical cost estimation process, the considerable variability inherent in such estimates, and the sensitivity of such estimates to changes in medical claims payment patterns and changes in medical cost trends; a downgrade in Aetnas or Humanas financial ratings; and adverse impacts from any failure to raise the U.S. Federal governments debt ceiling or any sustained U.S. Federal government shut down. For more discussion of important risk factors that may materially affect Aetna, please see the risk factors contained in Aetnas 2014 Annual Report on Form 10-K (Aetnas 2014 Annual Report) on file with the Securities and Exchange Commission (SEC). You should also read Aetnas 2014 Annual Report and Aetnas Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, on file with the SEC, for a discussion of Aetnas historical results of operations and financial condition. For more discussion of important risk factors that may materially affect Humana, please see the risk factors contained in Humanas 2014 Annual Report on Form 10-K (Humana 2014 Annual Report) on file with the SEC. You should also read Humanas 2014 Annual Report and Humanas Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, on file with the SEC, for a discussion of Humanas historical results of operations and financial condition.
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, what impact they will have on the results of operations, financial condition or cash flows of Aetna or Humana. Neither Aetna nor Humana 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.