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EXHIBIT 99.1
151 Farmington Avenue
Hartford, Conn. 06156
MEDIA CONTACT:
Joyce A. Oberdorf
860-273-7392
[email protected]
INVESTOR CONTACT:
Robyn S. Walsh
860-273-6184
[email protected]
AETNA TO SELL FINANCIAL SERVICES AND INTERNATIONAL
BUSINESSES TO ING FOR $7.7 BILLION
-- SHAREHOLDERS TO RECEIVE ONE SHARE OF NEW HEALTH COMPANY AND
APPROXIMATELY $35 PER SHARE IN CASH --
HARTFORD, CT, JULY 20, 2000 - Aetna (NYSE: AET) today announced that it has
reached a definitive agreement to sell its financial services and international
businesses to ING Group in a transaction valued at approximately $7.7 billion,
consisting of approximately $5 billion in cash and the assumption of
approximately $2.7 billion in debt.
Under the terms of the agreement, Aetna will spin off to its shareholders a new
health business, which will include Aetna U.S. Healthcare, Group Insurance and
Large Case Pensions, as well as Aetna Global Benefits. Simultaneously, the
parent company and its remaining subsidiaries, which will house the financial
services and international businesses, will merge with a newly formed subsidiary
of ING. In exchange for each Aetna share, Aetna shareholders will receive one
share in the new health company, which will be named Aetna Inc., and
approximately $35 per share in cash.
The structure is expected to result in minimal tax to Aetna, maximizing the
amount of cash shareholders receive. Depending on their cost basis, shareholders
will be subject to capital gains taxes on the cash distribution, plus the value
of the health company shares received in the transaction.
The transaction, which is subject to regulatory and shareholder approvals and
other closing conditions, is expected to close by the end of 2000. The new
health company will be headquartered in Hartford, Conn., with major facilities
in Blue Bell, Pa., and Middletown, Conn.
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"With this transaction, we believe we have taken an important step toward our
stated goal of delivering value to shareholders, while also taking into account
the concerns of our customers, employees and other constituents," Aetna Chairman
and CEO William H. Donaldson said. "Under ING's ownership, the financial
services and international businesses will be part of a strong global company
with a significant commitment to continued future growth. Further, our customers
will benefit from ING's financial strength, broad product array and
international experience.
"We also are pleased with ING's stated commitment to the city of Hartford and
the local communities where we do business. ING's intention to draw upon the
many talented people in our financial services and international businesses has
positive implications for current and future job opportunities in the Greater
Hartford community.
"Finally, Aetna shareholders will retain ownership of the new health company,
which we believe represents a turnaround opportunity as we take steps to improve
financial performance and redefine the company's business model," Donaldson
said.
THE NEW AETNA
Following the close of the transaction with ING, Aetna will remain the nation's
largest health care benefits company, with 19.5 million health members, 14.8
million dental members and 11.5 million group life insurance members. The
company offers a full spectrum of health benefits and group insurance products.
Other competitive strengths include: broad geographic reach, strong market
positions, a large membership base, extensive provider networks, information
technology expertise and a dedicated corps of employees who are recognized
experts in their fields.
"Despite significant challenges, our health business is profitable, with strong
cash flows," Donaldson said. "As a separate company, it should be able to bring
intensified management focus on improved service to our customers and enhanced
financial performance.
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"With the previously announced higher-than-anticipated rise in medical costs for
the second quarter, we have an even stronger sense of urgency to make the
changes necessary to get our health business on the right track.
"Following a comprehensive review of our business model, we are implementing a
number of strategic initiatives to improve the performance of our health
business," Donaldson said. "These steps are focused on both the immediate need
to improve financial performance and the imperative to transform our business
model to offer more flexibility and choice."
The strategic initiatives include:
o Restructuring our product portfolio to provide greater balance in our range
of offerings, including the introduction of new products for January 2001
that focus on meeting consumer desires for greater personalization,
flexibility and choice, and which are priced accordingly;
o Improving relations with doctors and hospitals by eliminating unnecessary
requirements and streamlining processes to eliminate hassles, while
negotiating sensible contracts that meet the needs of all parties;
o Leveraging Aetna's vast health care information technology assets to meet
constituents' demand and achieve efficiencies;
o Providing increased flexibility to regional management to address issues
that arise locally, where care is delivered;
o Being selective about which markets to compete in for each of our products,
with an eye toward achieving profitable businesses everywhere we compete;
o Realigning management and employee incentives to encourage cross-functional
cooperation and solid business results;
o Restructuring sales and broker compensation to encourage account retention
and new business development; and
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o Strengthening management, starting with the selection of a new CEO with
dynamic leadership abilities.
"We believe these efforts will enable us to leverage our considerable
competitive strengths and usher in a new era of growth for our health business,
which should result in greater shareholder value," Donaldson said.
A Fortune 50 company, Aetna currently provides over 45 million people worldwide
with quality products, services and information to help them manage best what
matters most: their health and financial well-being. Information about Aetna is
available at www.aetna.com.
Aetna's analyst and investor conference call will be held at 8 a.m. EST on July
20 and can be accessed from the U.S. by dialing 1-800-230-1085. International
callers please dial 612-288-0318. (Please dial in 5 to 10 minutes prior to the
call.) The call also will be Webcast through www.aetna.com by clicking and
following instructions on the "investor info" button.
# # #
CAUTIONARY STATEMENT - Certain information in this press release concerning the
transaction with ING is forward looking, including statements regarding the
amount of cash per share that our shareholders are projected to receive from the
transaction, the tax-efficient nature of the transaction, and our expectation as
to the closing date of the ING transaction. Certain information in this press
release concerning Aetna's health business is also forward looking, including
the future business prospects for our health business and our expectations as to
the future impact of certain actions and plans we intend to implement in our
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
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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.
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, 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 press release 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, www.sec.gov, and Aetna's Web site, www.aetna.com.
