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Cigna stockholders greenlight merger with Express Scripts

Cigna said they believe the merger will close by year-end 2018, subject to customary closing conditions and regulatory approvals.

Beth Jones Sanborn, Managing Editor

Cigna shareholders have stamped their approval on the proposed merger with Express Scripts, a leading pharmacy services company.

Roughly 90 percent of the votes cast were favorable toward the merger agreement, Cigna said. The final voting results will be filed with the Securities and Exchange Commission.

"Our combined company will enhance Cigna's differentiated service-based model, fueled by actionable insights and analytics, to drive innovation and meaningful growth in a highly dynamic market environment. As a result, we will build more effective partnerships, further improve health outcomes and deliver a superior customer experience," said David M. Cordani, president and CEO of Cigna.

Cigna said they believe the merger will close by year-end 2018, subject to customary closing conditions and regulatory approvals.

Cigna said the terms of the deal include $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share, or $54 billion in the aggregate. When the deal is done, Cigna shareholders will own approximately 64 percent of the combined company and Express Scripts shareholders will own approximately 36 percent.

Cordani will lead the newly combined entity as President and CEO. Tim Wentworth will assume the role of President, Express Scripts. The combined company's board will be expanded to 13 directors, including four independent members of the Express Scripts board.

The combined company will be named Cigna and its current headquarters in Bloomfield, Connecticut will serve as the new company's home base. Express Scripts will be headquartered in St. Louis, Missouri. 

Until the transaction is actually completed, Cigna and Express Scripts will continue to operate separately.

Investor Carl Icahn said in early August that he plans to vote against the merger with Express Scripts because he believes the $54 billion price tag is too high, according to The Wall Street Journal. Icahn holds less than 5 percent of Cigna's shares.

At that time Cordani reiterated their intentions to go through with the deal, saying "Our strong second quarter results once again reflect the consistent effective execution of our global strategy, which will be further enhanced through our pending combination with Express Scripts."

Cigna reported second quarter net income of $955 million, an increase of $205 million over the same quarter last year.

Twitter: @BethJSanborn
Email the writer: beth.sanborn@himssmedia.com