Cigna Corp. officials did everything they could to sabotage a $48.9 billion merger with Anthem Inc., including refusing to consider divestitures that would have helped the deal win regulatory approval, Anthem’s general counsel told a judge.
Cigna refused to turn over data Anthem executives needed to convince U.S. Justice Department attorneys of the merger’s value to customers, Thomas Zielinski, Anthem’s top lawyer, testified Monday in the opening of a damages trial tied to the transaction’s collapse.
After Cigna Chief Executive Officer David Cordani expressed unhappiness with his role in the combined company, Cigna “cut us off at the knees’’ in their joint effort to fend off antitrust concerns, Zielinski told Delaware Chancery Court Judge Travis Laster.
(Related: Anthem, Cigna Clash Over Failed Deal)
Cigna, which Anthem would have acquired, is seeking more than $16 billion in damages and termination fees. Anthem, which runs Blue Cross and Blue Shield plans in more than a dozen states, claims it’s owed $20 billion in damages because of Cigna’s intransigence in turning over information to push the merger forward.
The case provides a look at one of the largest corporate deals in the U.S. to go sour and a courtroom version of the blame game. It features clashing narratives about how the transaction — which would have created the largest American health insurer by membership — wound up on the rocks.
Anthem wanted to buy Cigna in 2015 to expand its offerings to all 50 states, but Cordani kept turning down its buyout offers because he wanted to be CEO of the combined company, Zielinski said. Then-Anthem CEO Joseph Swedish had already claimed the top spot as part of his company’s offer.
“They never gave up’’ in pushing for Cordani to become the CEO of the new company, Zielinski said. The deal was signed in July 2015. Cordani wound up with the title of president and chief operating officer of the combined firm.
But as the Cigna CEO’s dissatisfaction grew, his company’s cooperation on issues such as integrating the health insurers’ operations and responding to the government’s antitrust suit waned and then ceased, Zielinski said. A judge later blocked the merger as anticompetitive and an appeals court upheld the ruling.