HealthSpring, Inc. (NYSE:HS) today announced that it has established a record date of, and a meeting date for, a special meeting of its stockholders to consider and vote upon, among other things, a proposal to adopt the previously announced merger agreement, dated as of October 24, 2011, providing for the acquisition of HealthSpring by a subsidiary of Cigna Corporation (“Cigna”) and other related matters.
HealthSpring stockholders of record at the close of business on December 8, 2011, will be entitled to notice of the special meeting and to vote at the special meeting. The special meeting will be held on January 12, 2012 , at 10:00 a.m., local time, at HealthSpring’s offices located at 530 Great Circle Road, Nashville, Tennessee.
The transaction is expected to close during the first quarter of 2012 and is subject to certain closing conditions, including, among others, approval by HealthSpring’s stockholders and state regulatory approvals.
About HealthSpringHealthSpring is based in Nashville, Tennessee, and is one of the country’s largest Medicare Advantage coordinated care plans. HealthSpring currently owns and operates Medicare Advantage plans in Alabama, Delaware, Florida, Georgia, Illinois, Maryland, Mississippi, New Jersey, Pennsylvania, Tennessee, Texas and Washington, D.C. Beginning in 2012, HealthSpring will also operate Medicare Advantage plans in West Virginia. HealthSpring also offers a national stand-alone Medicare prescription drug plan. For more information, visit www.healthspring.com. Additional Information and Where to Find It This communication is being made in respect of the proposed transaction involving HealthSpring and Cigna. The proposed transaction will be submitted to the stockholders of HealthSpring for their consideration. In connection with the proposed transaction, HealthSpring filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on December 9, 2011. HealthSpring and Cigna may file with the SEC other documents regarding the proposed transaction. STOCKHOLDERS OF HEALTHSPRING ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION IN ITS ENTIRETY AND TO READ ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be mailed to HealthSpring’s stockholders on or about December 12, 2011. You may obtain copies of all documents filed with the SEC concerning the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by HealthSpring by going to HealthSpring’s Investor Relations website page at www.healthspring.com or by sending a written request to HealthSpring’s Secretary at HealthSpring, Inc., 9009 Carothers Parkway, Suite 501, Franklin, Tennessee 37067, or by calling the Secretary at (615) 291-7000. Interests of Participants HealthSpring and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of HealthSpring in connection with the proposed transaction. Information regarding HealthSpring’s directors and executive officers is set forth in HealthSpring’s proxy statement for its 2011 annual meeting of stockholders and its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended by Amendment No. 1 on Form 10-K/A, which were filed with the SEC on April 15, 2011, February 25, 2011, and September 22, 2011, respectively. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction is contained in the definitive proxy statement filed by HealthSpring with the SEC on December 9, 2011.