BLOOMFIELD, Conn., Feb. 15,
2024 /PRNewswire/ -- Global health company The Cigna
Group (NYSE: CI) will repurchase $3.2
billion of common stock through accelerated stock repurchase
agreements (the "ASR Agreements") with Deutsche Bank AG and
Bank of America, N.A. (the "Counterparties"). The ASR
Agreements are part of The Cigna Group's (the
"Company") existing share repurchase program, which
had remaining authority of $10.6
billion as of February 13,
2024.
"This accelerated share repurchase represents a value-enhancing
deployment of capital," said David M.
Cordani, Chairman and Chief Executive Officer, The Cigna
Group. "This is a testament to the ongoing growth and strength of
our businesses, and we remain committed to returning significant
value to our shareholders and investing in our future. We are on
track to repurchase $5 billion of
common stock over the first half of 2024, inclusive of this
accelerated share repurchase, and continue to expect the majority
of discretionary cash flow to be used for share repurchase this
year."
Under the terms of the ASR Agreements, on February 15, 2024, the Company will receive an
aggregate initial delivery of approximately 7.6 million shares in
exchange for a prepayment of $3.2
billion. The specific number of shares that the Company
ultimately will repurchase pursuant to the ASR Agreements will be
based generally on the daily volume-weighted average share price of
The Cigna Group common stock over the term of the ASR Agreements,
less a discount and subject to adjustments pursuant to the terms
and conditions of the ASR Agreements. Final settlement under the
ASR Agreements is expected to occur in the second quarter of 2024.
The ASR Agreements contain provisions customary for agreements of
this type, including provisions for adjustments to the transaction
terms upon certain specified events, the circumstances generally
under which final settlement of the ASR Agreements may be
accelerated or extended or the ASR Agreements may be terminated
early by the Company or the Counterparties, and various
acknowledgements and representations made by the parties to each
other. At final settlement, under certain circumstances, the
Company may be entitled to receive additional shares of The Cigna
Group common stock from the Counterparties or the Company may
be required to make a cash payment or, if the Company elects,
deliver shares of The Cigna Group common stock to the
Counterparties. All of the shares of The Cigna Group common stock
delivered to the Company under the ASR Agreements will be held in
treasury or retired.
About The Cigna Group
The Cigna Group (NYSE: CI) is a global health company
committed to creating a better future built on the vitality of
every individual and every community. We relentlessly challenge
ourselves to partner and innovate solutions for better health. The
Cigna Group includes products and services marketed under Evernorth
Health Services, Cigna Healthcare, or its subsidiaries. The Cigna
Group maintains sales capabilities in more than 30 countries and
jurisdictions, and has approximately 165 million customer
relationships around the world. Learn more at
www.thecignagroup.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release, and oral statements made in connection with
this release, may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on The Cigna Group's current
expectations and projections about future trends, events and
uncertainties. These statements are not historical facts.
Forward-looking statements may include, among others, statements
concerning the number of shares that ultimately will be repurchased
under the ASR Agreements and other statements regarding our future
beliefs, expectations, plans, intentions, liquidity, cash flows,
financial condition or performance. You may identify
forward-looking statements by the use of words such as "believe,"
"expect," "project," "plan," "intend," "anticipate," "estimate,"
"predict," "potential," "may," "should," "will" or other words or
expressions of similar meaning, although not all forward-looking
statements contain such terms.
Forward-looking statements are subject to risks and
uncertainties, both known and unknown, that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. The discussions in our Annual Report on
Form 10-K for the year ended December 31,
2022, including the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections therein, as such discussions may be updated
from time to time in our periodic filings with the Securities and
Exchange Commission, include both expanded discussion of these
factors and additional risk factors and uncertainties that could
affect the matters discussed in the forward-looking statements. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made, are not guarantees
of future performance or results, and are subject to risks,
uncertainties and assumptions that are difficult to predict or
quantify. The Cigna Group undertakes no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as may be required
by law.
INVESTOR RELATIONS CONTACT:
Ralph Giacobbe
(860) 787-7968
ralph.giacobbe@TheCignaGroup.com
MEDIA CONTACT:
Justine Sessions
(860) 810-6523
justine.sessions@evernorth.com
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SOURCE The Cigna Group
