SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to
Section 240.14a-12.
AETNA INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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The following information has been posted on the Aetna Inc. internal website:
Aetna Moves Closer To Becoming Solely A Health Company
The sale of Aetna's financial services and international businesses to ING
Group was approved Monday, Nov. 6, by the Connecticut Insurance Department. The
approval represents one of the final hurdles for the closing of the deal that
was announced on July 20. In exchange for each share of stock held, Aetna
shareholders will receive one share in the new health company, which will be
named Aetna Inc., and approximately $35 per share in cash. A special meeting of
shareholders will be held Thursday, Nov. 30, at 4 p.m. to vote on the plan, and
the transaction is expected to close in early December.
Following the close of the transaction, Aetna will be the nation's leading
health and related benefits company with 19.2 million health members, 14.5
million dental members and 11.4 million group insurance members.
Donaldson Details Progress On Improving Financial Performance
In announcing Aetna's third-quarter 2000 operating earnings on Nov. 1, Chairman
and CEO William H. Donaldson said the following about efforts to improve the
financial performance of the health care business: "As we prepare for the
spin-off of our health care operations to shareholders, we are making
considerable progress on a number of actions designed to increase our overall
financial performance. First, we are continuing to implement significant price
increases and shift medical management resources to a more regional structure
to enhance our ability to control medical costs.
"Second, we remain committed to our plan to exit roughly half of our Medicare
HMO markets on Jan. 1, 2001, and believe that this will result in substantial
improvement in the results of our Medicare HMO business. "We also are
finalizing our overall commercial market strategy, and have already identified
certain commercial product markets that do not meet our profitability or
strategic targets. These product offerings will be discontinued or sold.
"Third, we are completing the first level of cost reductions that were
announced earlier in the year and are taking aggressive action to reduce our
expense base further for 2001, in light of anticipated product or market exits,
continued membership attrition in Prudential HealthCare, and our smaller size
as a stand-alone health care company.
"Fourth, we remain committed to our goal of remaking our business model to meet
consumer demands for choice and flexibility, and to enhance our relations with
physicians and hospitals. To that end, we recently introduced a series of open
access health plans with Navigator, a state-of-the-art customized Internet
resource tool, representing an important step in remaking our product
portfolio.
"Finally, the appointment of Dr. John W. Rowe, a distinguished physician and
proven health care manager, as President and CEO of Aetna U.S. Healthcare,
underscores our commitment to both strengthen management and create a more
profitable, more effective company that is member-centric in its philosophy. As
we reorient our business and service processes, our goal is to remove hassles
and use our wealth of information to enhance physician effectiveness and help
our members make more informed decisions about their health."
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Aetna has filed a proxy statement and other relevant documents concerning the
merger with the United States Securities and Exchange Commission (the "SEC").
WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge at the SEC's Web
site, http://www.sec.gov. In addition, documents filed with the SEC by Aetna
will be available free of charge by calling 1-800-237-4273. Documents filed
with the SEC by ING will be available free of charge from the Investor
Relations Department, Strawinskylaan 2631.1077 ZZ Amsterdam, P.O. Box 810, 1000
AV. Amsterdam, The Netherlands 31-20-541-5462.
PLEASE READ THE PROXY STATEMENT CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
This document does not constitute a solicitation by Aetna or its board of
directors of any approval or action of its shareholders.
Aetna and its board of directors will be soliciting proxies from Aetna
stockholders in favor of the merger. You can obtain more information about
Aetna's directors and officers and their beneficial interests in Aetna's common
stock from the SEC's Web site, http://www.sec.gov, and Aetna's Web site,
http://www.aetna.com. Updated information with respect to the security holdings
of these individuals will be included in the final proxy statement to be filed
with the SEC.
CAUTIONARY STATEMENT -- Certain information in this document concerning the
transaction with ING is forward-looking, including statements regarding the
amount of cash per share that Aetna's shareholders are projected to receive
from the transaction, the tax-efficient nature of the transaction, and Aetna's
expectation as to the closing date of the ING transaction. Certain information
in this document concerning Aetna's health business is also forward-looking,
including the future business prospects for Aetna's health business and Aetna's
expectations as to the future impact of certain actions and plans Aetna intends
to implement in its health business. Forward-looking information is based on
management's estimates, assumptions and projections, and is subject to
significant uncertainties, many of which are beyond Aetna's control. Important
risk factors could cause the actual future results to differ materially from
those currently estimated by management. Risk factors that could materially
affect statements made concerning the ING transaction include, but are not
limited to: the capitalization of Aetna on the closing date, including the
number of shares outstanding at that time; the timely receipt of necessary
shareholder, regulatory and other consents and approvals needed to complete the
transaction, which could be delayed for a variety of reasons related or not
related to the transaction itself; the fulfillment of all of the closing
conditions specified in the transaction documents; and the results of, and
credit ratings assigned to, Aetna's health business at and prior to the closing
of the ING transaction. Risk factors that could materially affect statements
made concerning the results of Aetna's health business include, but are not
limited to: continued or further unanticipated increases in medical costs
(including increased medical utilization, increased pharmacy costs, increases
resulting from unfavorable changes in contracting or recontracting with
providers, changes in membership mix to lower premium or higher cost products
or membership adverse selection); the ability to successfully integrate the
Prudential HealthCare transaction on a timely basis and in a cost-efficient
manner and to achieve projected operating earnings targets for that acquisition
(which also is affected by the ability to retain acquired membership and the
ability to eliminate duplicative administrative functions and integrate
management information systems); adverse government regulation (including
legislative proposals to eliminate or reduce ERISA pre-emption of state laws
that would increase potential litigation exposure, other proposals that would
increase potential litigation exposure or proposals that would mandate coverage
of certain health benefits); and the outcome of litigation and regulatory
matters, including numerous purported health care actions and ongoing reviews
of business practices by various regulatory agencies. For further discussion of
important risk factors that may materially affect management's estimates,
Aetna's results and the forward-looking statements herein, please see the risk
factors contained in Aetna's Securities and Exchange Commission filings, which
risk factors are incorporated herein by reference. You also should read those
filings, particularly Aetna's 1999 Report on Form 10-K and Report on Form 10-Q
for the periods ended March 31, 2000, June 30, 2000 and September 30, 2000 filed
with the SEC, for a discussion of Aetna's results of operations and financial
condition.
