Express Scripts and Cigna were exploring deals with other companies before agreeing to merger
The proxy filing reveals a series of meetings of top executives over months prior to the announcement earlier this year that
It's unclear which companies the two were in talks with because the filing does not disclose names, but it identifies the three entities only as large, publicly traded companies in the health care industry.
Cigna was still considering a deal with another company just two months before agreeing to initial terms with
In the summer of 2017, about nine months prior to the consummation of a deal between
At the time, Cigna was coming off a failed
And
As Cigna was just beginning its conversations of a possible merger with another company,
On
Before the meeting, Cigna's board and management had reviewed detailed analyses of possible mergers to consider including a tie-up with
During the
The idea was for
November arrived and executives and board members on the finance committee at Cigna continued discussions about pursuing a deal with either
Five days later, on
The plan was to talk about "potential future business relationships, including as customers of each other."
Despite convening a meeting between the two companies' top officials, the filing does not yet mention any discussion about a potential merger at this time.
However, about two weeks later, Cordani was on a flight to
Wentworth said the company was not for sale.
He said he and the board believed in "
But he said the company would consider the offer and that the two would need to review each other's operations to even consider a potential tie-up.
On
On that same day,
The company is unnamed in the filing.
On
Although it is not said in the filing, that's likely a reference to Amazon following reports at the time that it was looking to jump into the industry.
A few days later, Cordani called Wentworth to go through the next steps but also explained why he thought the deal made sense.
During the call, Wentworth shared reservations the board had, including the seriousness of Cigna's intent to buy the company and the risk to his business if the deal would later fail.
On
Days after Christmas, the teams met again, this time in
On
The time came when Cigna's board of directors needed to decide whether to pursue a deal with
The board decided that its financial returns with the unnamed company were "significantly less compelling than a combination with
Cigna's board decided
On
But on
On
The next day, Wentworth told Cordani the board would likely be disappointed with the offer.
Cigna then sent its best and final offer that included a price of
Cordani and Wentworth met in
On
The two exchanged numerous drafts until the deal was publicly announced on
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