Cigna Rejects Anthem’s $47B Takeover Bid

Health insurer cites governance concerns in rebuffing offer that represents a 35% premium to its stockholders.
Katie Kuehner-HebertJune 22, 2015

Cigna has rejected a $47 billion hostile takeover offer from health insurance giant Anthem, citing corporate governance concerns among other “major issues.”

Anthem publicly announced Saturday it had submitted a non-binding proposal to acquire Cigna for $184 per share in cash and stock, creating a combined company that would have more than $115 billion in annual revenues. The offer, which values the company at $53.8 billion, represents an “unaffected” premium to Cigna’s stockholders of more than 35%.

However, Cigna’s board unanimously rejected the bid Sunday, saying the proposal is “inadequate and not in the best interests of Cigna’s shareholders.”

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A major concern is corporate governance issues, Cigna chairman Isaiah Harris Jr. and chief executive David M. Cordani wrote in a letter to Anthem’s board.

“Your insistence that one person [Joseph Swedish] assume four roles, including chairman of the board, CEO, president, as well as head of integration, is disconcerting and risky,” the letter said, referring to Anthem’s president and CEO.

“Your proposal raises very serious questions regarding your views on proper governance, board oversight and risk management and underestimates the complexity of combining our organizations,” it added.

Harris and Cordani also cited other “major issues” that were getting in the way of a deal, including Anthem’s lack of a growth strategy and the “massive” data breach Anthem experienced in February.

Anthem fired back, reiterating the value of its bid.

“The proposal we submitted to Cigna presents significant and compelling value for shareholders in a transaction that would bring together two highly complementary platforms with a powerful growth potential,” Swedish said in a news release.

Anthem was “stunned that the Cigna board continues to insist on a guaranteed CEO position for Mr. Cordani over choosing to allow its stockholders to realize the significant premium being offered,” Swedish wrote Cigna’s board.

According to The New York Times, Anthem’s move is part of a flurry of merger discussions among health insurers, with  UnitedHealth Group recently having made a “preliminary approach” to Aetna and a number of companies likely vying for Humana.

The Affordable Care Act has been driving the maneuvering, the NYT wrote, in part by giving insurers access to millions of additional customers through state marketplaces.

In their letter to Anthem, Harris and Cordani said Cigna’s board was ”deeply disappointed” with Anthem’s takeover move, as the two boards had been engaged in “good faith discussions” about a potential merger.

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