Filed by AETNA Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: AETNA Inc.
Commission File No. 001-11913
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T. McInerney letter to plan sponsors
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I'd like to share some news that is exciting for both of us. Aetna Financial
Services is going to become part of one of the largest financial services
companies in the world - ING Group. That means you and your employees will
benefit from broader investment opportunities, even better technology and
expanded customer service capabilities.
Today, Aetna announced it has reached an agreement to sell Aetna Financial
Services to ING. I will become CEO of U.S. Worksite Business for ING Americas.
This will include Aetna Financial Services' health, education, government and
corporate business units as well as the education (403b), corporate (401k) and
worksite marketing operations (group insurance business) of ReliaStar (which is
also in the process of being purchased by ING). The U.S. Worksite Business will
be headquartered in Hartford.
We remain fully committed to providing valuable products and services to all
the customers who rely on us every day to be the company that offers them smart
solutions. In fact, as part of the ING organization, we will be even stronger
and will have access to greater resources that can be put to work for you and
your plan participants.
We expect the sale to be completed by the end of the year. At that point, Aetna
Financial Services will become part of one of the 15 largest companies in the
world (based on revenue and other key measures). We will belong to a franchise
with a market capitalization of over $60 billion. On a pro-forma basis, ING's
assets under management will be an estimated $467 billion after the close of
the Reliastar and Aetna transactions. Most importantly, we will be part of a
global financial services leader that has the vision, strategy and financial
resources to be the worldwide leader in financial services. In today's
consolidating financial services market, this development positions us well and
offers clear advantages to you as our customers.
Some time in the past you welcomed us as your financial services partner. You
have my commitment that we will continue to reinforce the benefits of your
decision. If you have any questions, please feel free to call me personally or
your local sales representative.
Our goal is to close the sale by year-end. We will provide updates as needed on
milestones that are important to you. In the meantime, please feel free to
share the attached letter with your plan participants or refer them to their
local sales representatives, visit our website at aetnafinancial.com or our
call center at (800) 262-3862.
Thank you for allowing us the opportunity to provide smart solutions for you
and your participants.
Sincerely,
Thomas J. McInerney
Securities offered through Aetna Investment Services Inc.
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T. McInerney letter to plan participants - attach to Plan Sponsor Letter
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Dear Aetna Financial Services Customer:
Today I'd like to briefly share some information about a new development that
means greater opportunity for all of us. Our parent company, Aetna Inc.
recently announced it has reached a definitive agreement to sell Aetna
Financial Services to ING Group. We will become part of a much larger
organization with greater resources. This will not change our commitment or
ability to provide valuable products and services to you and millions of other
people who rely on us every day to be the company that offers smart solutions.
In fact, you'll still work with your local sales representative to make
decisions that are right for you.
We believe people often can achieve more through partnerships than they can on
their own. We see ourselves as your partner in working toward achieving your
long-term financial savings and investment goals. By providing products and
services that offer you choice and flexibility, we offer you the ability to
decide what makes the most sense for you given your unique needs and specific
goals. ING, our new partner, is one of the 15 largest companies in the world
(based on revenue and other key measures). By becoming part of this
organization, Aetna Financial Services will be able to offer you even more
choices and more flexibility in how you manage and work toward your life goals.
I am excited about this change because of the opportunities it represents for
you and your family. All of us at Aetna Financial Services appreciate your
business and we are committed to continuing our partnership with you in the
years to come.
If you have any questions, please contact your local sales representative,
visit our website at aetnafinancial.com or call our customer service center at
(800) 262-3862.
Sincerely,
Thomas J. McInerney
Securities offered through Aetna Investment Services Inc.
<PAGE>
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Message from Tom McInerney: to field distribution (including producers/
intermediaries)
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Today Aetna announced it has reached a definitive agreement to sell Aetna
Financial Services and Aetna International to ING Group. Once the sale is
complete, we will be part of one of the 15 largest companies in the world
(based on revenue and other key measures) and part of the second largest life
company in the world (based on revenues). We will have more than 90,000
colleagues in more than 60 countries. And we will belong to a franchise with a
market capitalization of over $60 billion. On a pro-forma basis, ING's assets
under management will be an estimated $467 billion after the close of the
ReliaStar and Aetna transactions. Most importantly, we will be part of a global
financial services leader that has the vision, strategy and financial resources
to be the worldwide leader in financial services. We are no longer witnesses to
the tremendous consolidation of the global financial services industry - we are
at the leading edge of it.
This extraordinary development in our business holds both opportunity and
excitement. I believe there will be more opportunities for the professionals
who comprise our current distribution system. ING has been clear about the
value they place on distribution channels and the value of broad product
portfolios. As part of this new organization, you will benefit from the kind of
resources only an organization of this size can offer. Whether it's investments
in new technology, more advertising or improved customer service capabilities,
we all stand to gain from this new relationship.
I am pleased to note I will take on the role of CEO of U.S. Worksite Business.
This will include Aetna Financial Services' health, education, government and
corporate business units as well as the education (403b) and corporate (401k)
operations and the worksite marketing operations (group insurance) of ReliaStar
(which ING is also in the process of purchasing). The U.S. Worksite Business
will be headquartered in Hartford.
The AFS individual annuity business and Financial Network Investment
Corporation will become part of the ING Americas U.S. Retail Financial Services
operation headed by Bob Salipante, the COO and president of ReliaStar. John Kim
will be responsible for all investment products distribution excluding the
Pilgrim mutual funds and will report to Bob Salipante.
John Kim will also maintain his current role as president and CEO of Aeltus. In
addition, he will assume responsibility for the ING-branded mutual funds and
all institutional money management efforts of ReliaStar and ING Investment
Management - Americas. In this capacity, John will report to John Turner who
will assume the role of general manager and CEO of Mutual Funds.
As a global leader, ING has been making strategic acquisitions for a number of
years. We attracted their attention because we are a strong company with an
impressive track record. As part of the ING organization, we will be even
stronger and I know with your help we'll continue to deliver the kind of
service, product choice and flexibility that are so important to our customers.
Our goal is to close the sale by year-end. While the next several months
represent an important transition period for our organization, we expect the
transition to have minimal impact on our customers and our distribution
partners and the overall change to offer new opportunities for all of us. There
are many questions we can't answer at this point, but be assured we are fully
committed to making decisions as quickly as possible and communicating them to
everyone as soon as we can.
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Aetna will be filing 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 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 period ended March 31, 2000 filed with the SEC, for a discussion of
Aetna's results of operations and financial condition.
