Anthem&Cigna Merger Essay examples

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INTERNATIONAL COMPANY LAW TAKE HOME FINAL EXAM 1 – What is the function of (a) the merger, (b) Exchange of Certificates, (c) Representations and Warranties of Anthem and Cigna ( as well as of Anthem and Merger Sub), (d) Covenant Relating to the Conduct of Business, (e) Conditions to Consummation of the Merger, (f) Conditions Precedent, (g) Termination and Amendment, (h) General Provisions, and how do these provisions work together (please give examples from each sub-section to justify your answer)? (a) In a merger agreement, the assets and liabilities of the firm which is being acquired end up being absorbed by the buyers firm. A merger could be the most effective and efficient way to enter a new market without the need of creating…show more content…
With the completion of the merger, the former Cigna shareholders will own around 33% of the outstanding shares of the Anthem common stock. As a result, Cigna Common Stock shares which are being held as treasury stocks will exist no more. Cigna Shareholders’ compensation can be seen when Cash Consideration and Stock Consideration are studied. After the completion of the second merger, the surviving corporation will be Anthem. As we read into the agreement, it becomes clear to us that the merger between Anthem and Cigna consists of cash for shares and share exchange payments. Regarding the corporate structure of the Initial Surviving Company, the merger will have the consequences of Anthem having nine of their current members on the Board of Directors (1.13) (i) and 5 of Cigna’s current members in the Board of Directors (one being the current President, Mr Cordani and four independent ones according to NYSE and the SEC will be forming the new Board of Directors. Joseph Swedish remaining as the Chairman of the Board of Directors of Anthem and David Cordani being the President and Chief Operating Officer of Anthem will bring benefits regarding their vast experiences and know-how. (b) Before the completion of the merger agreement, Anthem shall
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