The End or Beginning? Anthem ends Cigna merger, won’t pay breakup fee, seeks damages (updated)

[grow_thumb image=”http://telecareaware.com/wp-content/uploads/2017/05/The-End-Pic-typewriter.jpg” thumb_width=”175″ /]Updated. Anthem on Friday 12 May beat Delaware Chancery Court’s Judge Travis Laster’s ticking clock [TTA 11 May], and finally, formally called off its merger with Cigna. Instead of sighs of relief and seeking oblivion in a few bottles of adult beverages, Anthem still won’t stop and let Cigna go. Anthem now refuses to pay the breakup fee per their agreement, claiming once again that Cigna sabotaged the merger, and wants blood from that rock. From the Anthem announcement:

In light of yesterday’s decision and Cigna’s refusal to support the merger, however, Anthem has delivered to Cigna a notice terminating the Merger Agreement. Cigna has failed to perform and comply in all material respects with its contractual obligations. As a result, Cigna is not entitled to a termination fee. On the contrary, Cigna’s repeated willful breaches of the Merger Agreement and its successful sabotage of the transaction has caused Anthem to suffer massive damages, claims which Anthem intends to vigorously pursue against Cigna. (Editor’s highlight)

Now we have Anthem seeking damages from Cigna, which is a matched set with Cigna’s Funny Valentine of 14 February adding over $13 bn in damages to recoup the unrealized premium that shareholders did not earn as a result of the merger failure. Anticipating Anthem’s position even at that time, they flipped a wicked backhand in their statement:

Anthem contracted for and assumed full responsibility to lead the federal and state regulatory approval process, as well as the litigation strategy, under the merger agreement. Cigna fulfilled all of its contractual obligations and fully cooperated with Anthem throughout the approval process.

Our Readers will also recall that in March, Cigna joined with Anthem in supporting Anthem’s appeal to the DC Court of Appeals, an unusual move in this light, but one that further reinforced their non-saboteur ‘we’re just innocent victims here’ position. Cigna has not yet publicly responded. The AMA cheered its apparent complete victory in the name of doctors and patients.

They hate each other and have from the start. The real victims here are the policyholders–patients–of both companies, with both companies distracted by a legal battle. How different they are from both Aetna and Humana, which (at least publicly) politely ended all efforts after the merger denial, paid out their breakup, and went back to business, which right now presents challenges with ACA hitting the long-predicted Actuarial Brick Wall. (Aetna exiting ACA individual exchange plans in 2018)

Judge Laster’s plans for a restful summer on Delaware’s beautiful beaches and bays are likely to have gone the way of the mouse in Robert Burns’ poem ‘To A Mouse’ (stanza 7). He is not alone in Indianapolis or Bloomfield, Connecticut:

But Mousie, thou art no thy-lane,
In proving foresight may be vain:
The best laid schemes o’ Mice an’ Men
Gang aft agley,
An’ lea’e us nought but grief an’ pain,
For promis’d joy!

See you in court! Fortune, Modern Healthcare, Healthcare DiveInterested in the previous details? See our coverage here, including our take on ‘whither the policyholders (patients) and corporate buyers’.

Cigna to Anthem: we’re calling it off too–and we want $13 bn in damages!

Breaking News  Not quite so tuneful or amicable is today’s other Funny Valentine, which is now in Divorce Court. Cigna officially wants out, out, out of its merger with Anthem in a big, big, big way. In addition to the contractual breakup fee of $1.85 bn, Cigna is suing for additional damages exceeding $13 bn.

The action versus Anthem in the Delaware Court of Chancery seeks to lawfully terminate the merger (already denied in the DC District Court, TTA 9 Feb) and to stop Anthem’s current move to extend the agreement to 30 April. The additional $13 bn in damages would recoup the unrealized premium that shareholders did not earn as a result of the merger failure.

Anthem stated last week following the District Court decision’s release that it would appeal. Healthcare Dive reported that filing took place yesterday in the District of Columbia Federal Court of Appeals.

The Cigna release is intriguing for its careful air-clearing and positioning. In their view, the merger “had the potential to expand choice, improve affordability and quality and further accelerate value-based care”. Then a wicked backhand to Anthem: “Anthem contracted for and assumed full responsibility to lead the federal and state regulatory approval process, as well as the litigation strategy, under the merger agreement. Cigna fulfilled all of its contractual obligations and fully cooperated with Anthem throughout the approval process.’

Financially, Cigna stresses its positive outlook of 12 to 18 percent growth and ‘significant capital available for deployment’, as well as touting that their “approach of focusing on health care services over sick care financing has never been more critical.” There is also an updated statement about their share repurchasing authority: “Cigna is also announcing that its Board of Directors has expanded the company’s share repurchase authority to an aggregate amount of $3.7 billion. Management has determined that it is prudent to cap the amount of the repurchase to $250 million per quarter until there is more clarity with respect to the litigation with Anthem.”

No press response yet from Anthem. Stay tuned. Also CNBC

Earlier today: Aetna’s Bertolini to Humana: Let’s call the whole thing off