According to documents included in the federal lawsuit filed Tuesday, Aetna shareholders will receive approximately $207 per share if the $69 billion transaction is approved by regulators, but independent analyses have pegged Aetna’s implied value per share as high as $233.
“The intrinsic value of the company and its common stock is materially in excess of the amount offered given the company’s prospects for future growth and earnings,” the lawsuit reads. “As a result, the proposed transaction will deny class members their right to fully share equitably in the true value of the company.”
The lawsuit, filed by Olivier Miramond, also says that a $2.1 billion fee Aetna must pay CVS if it pursues a better purchase offer is excessive and discourages other suitors from acquiring the insurer, and that documents filed with the Securities and Exchange Commission were “materially incomplete and misleading” to encourage shareholders to vote in favor of the deal.
An Aetna spokesman said the company does not comment on pending litigation.
The lawsuit seeks financial damages, as well as the delay of a shareholder vote on the deal until Aetna provides additional financial information to shareholders.
No date has been set for a shareholder vote. The merger was announced in December.
If approved, CVS’s acquisition of Aetna — one of the largest ever in health care — has the potential to reshape the industry. The merged company would combine a provider of pharmacy benefits and a coast-to-coast drugstore chain with a growing number of in-store clinics with a health insurer with 22 million medical members.
CVS and Aetna have few overlapping operations because they are in different businesses. That, experts say, is a good sign for Hartford, at least in the near future. There may be some overlapping corporate positions between the two companies where decisions about reductions will still need to be made after the merger, they said.
Last week, CVS announced it would keep Aetna headquartered in Hartford, reversing a decision by Aetna CEO Mark Bertolini to relocate the headquarters to New York.
Subscribe and listen to the Capitol Watch Podcast