Former U.S. Sen. Olympia Snowe of Maine is among defendants named in a proposed class-action lawsuit brought by a shareholder against the health insurer Aetna.
The lawsuit, filed Jan. 16 in U.S. District Court in Connecticut, where Aetna is headquartered, seeks to block an upcoming shareholder vote on Aetna’s pending $77 billion merger with CVS Health.
Snowe, a Republican who served three terms in the Senate from 1995 to 2013, has been on the Aetna board of directors since July 2014. She is one of 12 individual board members named in the complaint, along with the Aetna corporation.
The Aetna-CVS Health merger was announced in December 2017, promising to improve access to health care services, improve consumer health and reduce health care spending.
Aetna shareholders, who must approve the transaction, were assured of significant benefits as well, including $145 in cash and shares in CVS Health for each share of Aetna stock they held at the time of the transaction.
But the lawsuit, brought by Aetna shareholder Olivier Miramond on behalf of all Aetna shareholders, alleges that a regulatory filing in January with the U.S. Securities and Exchanges Commission provided “materially incomplete and misleading information” aimed at securing shareholder support for the transaction.
More specifically, the suit claims critical information regarding the company’s financial performance and projections was omitted from the filing and that the report of an independent financial analyst was incompletely represented.
Without complete information regarding the current and future value of the company and its stock, shareholders will be unable to make a fully-informed decision in their vote on the merger, the suit claims, and are threatened with “irreparable harm.”
The board members, including Snowe, “knew or were negligent in not knowing” that the information was misleading and incomplete, the suit alleges. The plaintiff seeks a delay of the shareholder vote until complete information is provided to shareholders.
Snowe, through a representative, referred questions to an Aetna spokesman, who said the company does not comment on pending litigation. The shareholder vote has not yet been scheduled, he said.
Snowe announced in 2012 that she would not seek re-election to the Senate, citing the growing dysfunction and hyper-partisan atmosphere in Congress. She and her husband, former Maine Gov. John McKernan, live in Falmouth.
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