Anthem, Inc. (NYSE:ANTM) offered to acquire Cigna Corp. (NYSE:CI) for $47.4 billion in cash and stock on June 20, 2015. Under the contemplated terms, the consideration would consist of approximately 31.4% Anthem shares and 68.6% cash and the combined company would reflect a pro forma equity ownership comprised of approximately 76.3% Anthem shareholders and approximately 23.7% Cigna stockholders. Under the terms of transaction, Anthem will pay $103.4 in cash for every share of Cigna and will issue 0.5152 of a share of Anthem common stock for each share of Cigna. Anthem will acquire 0.7 million “Band 4” restricted stock at $103.4 per share and 3.7 million options for approximately $500 million. Under the terms of deal, Anthem will issue 1.4 million shares and will pay approximately $280 million in cash for the 3.7 million outstanding options of Cigna. Anthem, Inc. (NYSE:ANTM) entered into a definitive agreement Cigna Corp. (NYSE:CI) for $47.3 billion in cash and stock on July 23, 2015. The cash portion of the consideration will be financed through available cash on hand of $6 billion together with external debt financing involving bank debt and unsecured notes of $23 billion and equity financing of $5 billion. Anthem has received committed financing from Bank of America, Credit Suisse and UBS Investment Bank in connection with the transaction. The transaction contains certain customary termination rights, and has sell side and buy side termination fee of $1.9 billion. Sell side termination fees include an expense fee of $6 billion.

On July 23, 2015, Anthem entered into a bridge facility commitment letter pursuant to which Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, UBS Securities LLC and UBS AG, Stamford Branch have committed to provide up to $26.5 billion under a 364-day senior unsecured bridge term loan credit facility to finance the merger in the event that Anthem has not received any financing. The Board of combined group will be expanded to consist of 14 members comprised of 9 directors from Anthem and 5 from Cigna.

The deal is subject to regulatory approval including approval from Connecticut Insurance Department, state departments of insurance and other regulators, antitrust approvals, shareholder approvals, listing of shares on exchange, registration statement being effective and Board of Directors approval of both Anthem and Cigna. On June 21, 2015, Cigna's Board of Directors unanimously determined the proposal is inadequate and not in the best interests of Cigna's shareholders. As of July 27, 2015, Board of Directors of Anthem unanimously approved the transaction. The deal also got approved by Boards of Directors of Anthem. Anthem will hold a conference call on June 22, 2015 to review the proposal. As on November 16, 2015, Institutional Shareholder Services has advised shareholders of Anthem Inc. to vote in favour of the acquisition. As of December 3, 2015, the deal has been approved by the shareholders of Anthem. As of December 4, 2015, the shareholders of Cigna approved the deal. On May 26, 2016, the deal was approved from Indiana Department of Insurance. On March 31, 2016, State insurance regulators have approved the transaction. The deal is expected to close by the end of 2016. As of May 6, 2016, the deal is expected to close in 2017. As of November 2, 2016, the closing of the deal can be extended to April 30, 2017. As of January 18, 2017, Anthem has elected to extend the termination date. As of February 8, 2017, U.S. District Judge Amy Berman Jackson of U.S. Court rejected Anthem Inc.'s bid to buy Cigna Corporation. Anthem expects the combination would be accretive to operating earnings per share.

Michael Boublik, Cheri Mowrey and Ari Terry of Morgan Stanley & Co. LLC acted as financial advisors and Erik R. Tavzel, Aaron M. Gruber, Stephen L. Gordon, Eric W. Hilfers, David J. Kappos and Matthew Morreale of Cravath, Swaine & Moore LLP acted as legal advisors to Cigna Corp. Credit Suisse Securities (USA) LLC and James Forbes, David Descoteaux of UBS Securities LLC acted as financial advisors and Daniel Dufner Jr., John Reiss and Michael Deyong of White & Case LLP acted as legal advisors for Anthem, Inc. Barbara Becker, Andrew Kaplan and Adam Brunk of Gibson, Dunn & Crutcher LLP acted as legal advisors for UBS. Nicole Jones of Cigna acted as its in-house legal advisor. Matthew Gilroy of Weil, Gotshal & Manges LLP acted as legal advisor to Morgan Stanley. Akil Hirani and Rukshad Davar of Majmudar & Partners and Jonathan Kelly, Andrew Holland, Diane McEnroe, Trevor Wear, Stephanie Dobecki and Benjamin Kralstein of Sidley Austin LLP acted as legal advisors to Cigna. Jane Summers, Mark Gerstein, Keith Halverstam, Peter Labonski, Montgomery Gim, Andrew McCain, Jesse Sheff and Conray Tseng of Latham & Watkins LLP acted as legal advisors for Credit Suisse. Richard Rosen of Arnold & Porter LLP acted as legal advisor to Anthem. William Lafferty and Jay Moffit of Morris, Nichols Arsht & Tunnell LLP also acted as legal advisors to Anthem. Charles F. Rule, Jonathan S. Kanter, Andrew Foreman and Daniel Howley of Cadwalader, Wickersham & Taft LLP acted as legal advisors to Cigna. MacKenzie Partners acted as information agent and Computershare Limited (ASX:CPU) acted as transfer agent for Anthem. Innisfree M&A Inc. acted as information agent for Cigna. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for Cigna. Credit Suisse will be paid a fee of $15 million, of which $3 million was payable upon the announcement and signing of a definitive agreement, $3 million was payable upon delivery of Credit Suisse's opinion and $9 million is contingent upon completion of the merger. UBS Securities LLC acted as a legal advisor for Cigna Corp. will be paid a fee of $30 million, portions of which became payable in connection with the delivery of UBS's opinion and in connection with the public announcement and signing of the merger agreement, and $24 million of which is contingent upon the closing of the merger. Morgan Stanley received approximately $16 million upon execution of the merger agreement and a $5 million advisory fee, for serving in this capacity, and will be entitled to receive approximately $60 million upon the completion of the merger.

Anthem, Inc. (NYSE:ANTM) cancelled the acquisition of Cigna Corp. (NYSE:CI) on February 14, 2017. Cigna notified Anthem that it has terminated the agreement and plan of merger and on February 14, 2017, Anthem commenced litigation against Cigna in the Chancery Court seeking a temporary restraining order to enjoin Cigna from terminating and from taking any action contrary to the terms of the merger agreement, specific performance compelling Cigna to comply with the merger agreement and damages. On May 11, 2017, the Delaware Court of Chancery denied Anthem's motion to enjoin Cigna from terminating the merger agreement but stayed its ruling pending Anthem's determination as to whether to seek an appeal. The Chancery Court directed Anthem to inform it by noon on May 15, 2017 whether it intends to appeal the ruling. Anthem has since notified Cigna and the Chancery Court that it does not intend to appeal the Chancery Court's decision and seeks prompt payment of the $1.85 billion reverse termination fee and will pursue its claims for additional damages against Anthem.