Leading Independent Proxy Advisory Firm ISS Recommends Cigna Shareholders Vote For Acquisition of Express Scripts

Cigna Corporation (NYSE: CI) (Cigna or the Company) announced that leading independent corporate governance and proxy advisory firm Institutional Shareholder Services (ISS) has concluded its analysis and today issued a recommendation that Cigna shareholders vote to approve the proposed acquisition of Express Scripts (NASDAQ: ESRX) at the Company’s upcoming special meeting scheduled for August 24, 2018.

“We are pleased with the recommendation of ISS that Cigna shareholders support the recommendation of our Board and vote in favor of our merger with Express Scripts,” said David M. Cordani, Cigna President and Chief Executive Officer. “The recommendation of ISS aligns with our strong belief that Cigna’s combination with Express Scripts will drive value for customers, clients and physician partners and, as a result, deliver outstanding value to our shareholders in the form of strong EPS accretion, significant free cash flow generation and exceptional financial flexibility.”

As support for its favorable recommendation, ISS noted the following:

• …[T]he proposed merger is a financially compelling transaction that gives the combined company immediate scale with strong cash flow generation
• The acquisition should be significantly accretive to Cigna’s EPS, delivering mid-teens accretion in the first full year after it closes
• The expected synergies of USD 600 million also seem conservative…
• [M]anagement’s ability to appropriately diligence the ESRX business was likely bolstered by the fact that Cigna currently operates its own PBM business
• Considering these factors, and primarily the sound strategic rationale that has been laid out by a credible management team, shareholders are recommended to vote FOR this transaction

The Cigna board of directors recommends that Cigna shareholders vote FOR the proposal to adopt the merger agreement at the special meeting.

Cigna’s special meeting of shareholders is scheduled to take place on Friday, August 24, 2018, at 9:30 a.m., Eastern Time. Cigna shareholders of record at the close of business on July 10, 2018 will be entitled to vote at the special meeting.-Medical Buyer Bureau