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Cigna board on Anthem offer: No thanks

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The board of Cigna Corp. (NYSE:CI) says it has too many unanswered questions about Anthem Inc. (NYSE:ANTM) to agree to an acquisition by Anthem at this time.

Anthem made a pitch directly to Cigna shareholders Saturday by announcing through a press release that it is offering $184 per share in cash and stock for the company.

See also: Anthem proposes to buy rival insurer Cigna for $47 billion

The board of Cigna today responded by saying in a press release of its own that Anthem’s board broke off a previous round of discussions with Cigna earlier this year. The Cigna board adds that the Anthem press release issued Saturday conflicts with “the constructive framework that had guided our engagement prior to June 20.”

The Cigna board says that it believes an Anthem-Cigna combination could be good for consumers, health care providers and both companies’ shareholders under the right conditions, but that it has questions about Anthem’s growth strategy, the possibility that an Anthem-Cigna combination would conflict with confidential Blue Cross Blue Shield Association rules, antitrust litigation against the Blues, and the data breach disclosed in February.

See also: Idaho woman files federal Blue Cross antitrust suit and 5 reasons the Anthem hacking story should make YOU shiver

“We have attempted to engage in dialogue so that we can understand and consider these issues,” the Cigna board says in a version of the letter to Anthem included in the press release. “Unfortunately, you have continued to avoid addressing these key concerns and have failed to demonstrate what has changed over the past few months.”

The Cigna board adds that has Anthem has “decided to fundamentally alter the nature of a potential combination.”

Cigna’s financial performance has been better than Anthem’s since 2009, and Cigna’s share price has grown more quickly, the Cigna board says.

Anthem has been insisting that the president of Anthem become the chairman, chief executive officer (CEO), president and head of integration for the Anthem-Cigna combination, and that leadership structure proposal suggests that Anthem might try to govern the combined company in a way that would fail to maximize the potential for value creation for the combined company, the Cigna board says.

Anthem said Saturday that Anthem “is confident in its ability to obtain regulatory approvals.”

Both companies have agreed in the past that the need to get approval from the Blue Cross Blue Shield Association would not delay consummation of the deal, Anthem said.

Swedish said in a statement accompanying the Anthem press release that Cigna has insisted on “uncommon governance demands” that have impeded the realization of the Anthem-Cigna combination.

“With the cooperation of Cigna management and board of directors, we expect that we could reach a mutually agreeable and negotiated transaction by the end of June 2015,” Swedish said. 

See also: Feds firm up health rate filing calendar