Filed by Aetna Inc.

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6(b)

of the Securities Exchange Act of 1934

 

Subject Company: Aetna Inc.

(Commission File No. for Registration Statement on

Form S-4 filed by CVS Heath Corporation: 333-222412)

The following communication has been distributed by Aetna:

 

 

©2018 Aetna Inc. 95.35.110.1 (1/18) Dear Name , You may have already seen the news, but we’re excited to share with you that in December, CVS Health and Aetna announced their intent to combine companies to deliver a better health care experience. Once the transaction is approved, the combined company will be committed to eliminating the biggest hassles of dealing with the health care system as well as better fulfilling the health and wellness needs of our members and other consumers. Our goal will be to make health care easier to understand, simpler to use, and more responsive to your needs. Together we’ll reduce costs for employers and their employees while improving the overall experience for our members and other consumers. Making health care simpler, more affordable and more convenient The proposed combination with CVS Health is only one way we will help members achieve their health ambitions. You already have enhanced and expanded value - based care options, and your employees have personalized touchpoints when and where they need us the most. We’re also offering a re - imagined digital experience and a new approach toward total health advocacy. It’s an exciting year ahead. I’d love to have a conversation with you soon. Please call or email me at your convenience. Sincerely, Exciting things are happening We’re not just innovating. We’re transforming the consumer health journey. Name Title Location Office: 123.567.9800 Cell: 123.567.9800 Email : name@aetna.com “This combination brings together the expertise of two great companies to remake the consumer health care experience. With the analytics of Aetna and CVS Health’s human touch, we will create a health care platform built around individuals.” Larry J. Merlo, CVS Health President and CEO “This is the next step in our journey… Together with CVS Health, we will better understand our members’ health goals, guide them through the health care system and help them achieve their best health.” Mark T. Bertolini , Aetna Chairman and CEO Add picture Nearly 70 percent of the U.S. population lives within three miles of a CVS Health retail store. Nearly 5 million Americans visit CVS Health every day. 70% The following communication has been distributed by Aetna:

©2018 Aetna Inc. 95.35.110.1 (1/18) No Offer or Solicitation This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or a ppr oval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdicti on in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , a s amended, and otherwise in accordance with applicable law. Additional Information and Where to Find It In connection with the proposed transaction between CVS Health Corporation (“CVS Health”) and Aetna Inc. (“Aetna”), on Februa ry 9, 2018, CVS Health filed with the Securities and Exchange Commission (the “SEC”) an amendment to the registration statement on Form S - 4 that was originally filed on January 4, 2018. The registration statement includes a joint proxy statement of CVS Health and Aetna that also constitutes a prospectus of CVS Health. The reg ist ration statement was declared effective by the SEC on February 9, 2018, and CVS Health and Aetna commenced mailing the definitive joint proxy statement/prospectus to st ock holders of CVS Health and shareholders of Aetna on or about February 12, 2018. INVESTORS AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE DEFINIT IVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THE Y C ONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration statement and the d efi nitive joint proxy statement/prospectus and other documents filed with the SEC by CVS Health or Aetna through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CVS Health are available free of charge within the Investors section of CVS Health’s Web site at http://www.cvshealth.com/investors or by contacting CVS Health’s Investor Relations Department at 800 - 201 - 0938. Copies of the documents filed with the SEC by Aetna are available free of charge on Aetna’s internet website at http://www.Aetna.com or by contacting Aetna’s Investor Relations Department at 860 - 273 - 0896. Participants in the Solicitation CVS Health, Aetna, their respective directors and certain of their respective executive officers may be considered participan ts in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of CVS Health is set forth in its Annu al Report on Form 10 - K for the year ended December 31, 2016, which was filed with the SEC on February 9, 2017, its proxy statement for its 2017 annual meeting of stock hol ders, which was filed with the SEC on March 31, 2017, and certain of its Current Reports on Form 8 - K. Information about the directors and executive officers of Aetna is set forth in its Annual Report on Form 10 - K for the year ended December 31, 2016, which was filed with the SEC on February 17, 2017, its proxy statement for its 2017 a nnu al meeting of shareholders, which was filed with the SEC on April 7, 2017, and certain of its Current Reports on Form 8 - K. Other information regarding the participan ts in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive joint proxy statem ent /prospectus filed with the SEC and other relevant materials to be filed with the SEC when they become available. Cautionary Statement Regarding Forward - Looking Statements The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward - looking statements ma de by or on behalf of CVS Health or Aetna. This communication may contain forward - looking statements within the meaning of the Reform Act. You can generally identify forw ard - looking statements by the use of forward - looking terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “evaluate,” “expect,” “expl ore,” “forecast,” “guidance,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “potential,” “predict,” “probable,” “project,” “seek,” “should,” “view,” or “wil l,” or the negative thereof or other variations thereon or comparable terminology. These forward - looking statements are only predictions and involve known and unknown risks an d uncertainties, many of which are beyond CVS Health’s and Aetna’s control. Statements in this communication regarding CVS Health and Aetna that are forward - looking, including CVS Health’s and Aetna’s pro jections as to the closing date for the pending acquisition of Aetna (the “transaction”), the extent of, and the time necessary to obtain, the regulatory approvals r equ ired for the transaction, the anticipated benefits of the transaction, the impact of the transaction on CVS Health’s and Aetna’s businesses, the expected terms and sco pe of the expected financing for the transaction, the ownership percentages of CVS Health’s common stock of CVS Health stockholders and Aetna shareholders at clos ing , the aggregate amount of indebtedness of CVS Health following the closing of the transaction, CVS Health’s expectations regarding debt repayment and i ts debt to capital ratio following the closing of the transaction, CVS Health’s and Aetna’s respective share repurchase programs and ability and intent to declare future di vid end payments, the number of prescriptions used by people served by the combined companies’ pharmacy benefit business, the synergies from the transaction, and CVS Healt h’s , Aetna’s and/or the combined company’s future operating results, are based on CVS Health’s and Aetna’s managements’ estimates, assumptions and projections , a nd are subject to significant uncertainties and other factors, many of which are beyond their control. In particular, projected financial information for the combined businesses of CVS Health and Aetna is based on estimates, assumptions and projections and has not been prepared in conformance with the applicable accounting re qui rements of Regulation S - X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. No ne of this information should be considered in isolation from, or as a substitute for, the historical financial statements of CVS Health and Aetna. Important ri sk factors related to the transaction could cause actual future results and other future events to differ materially from those currently estimated by management, including, b ut not limited to: the timing to consummate the proposed transaction; the risk that a regulatory approval that may be required for the proposed transaction is delayed, i s n ot obtained or is obtained subject to conditions that are not anticipated; the risk that a condition to the closing of the proposed transaction may not be satisfie d; the outcome of litigation related to the transaction; the ability to achieve the synergies and value creation contemplated; CVS Health’s ability to promptly and effec tiv ely integrate Aetna’s businesses; and the diversion of and attention of management of both CVS Health and Aetna on transaction - related issues. In addition, this communication may contain forward - looking statements regarding CVS Health’s or Aetna’s respective businesses, financial condition and results of operations. These forward - looking statements also involve risks, uncertainties and assumptions, some of which may not be presen tly known to CVS Health or Aetna or that they currently believe to be immaterial also may cause CVS Health’s or Aetna’s actual results to differ materially from those ex pressed in the forward - looking statements, adversely impact their respective businesses, CVS Health’s ability to complete the transaction and/or CVS Health’s ability to re alize the expected benefits from the transaction. Should any risks and uncertainties develop into actual events, these developments could have a material adverse ef fect on the transaction and/or CVS Health or Aetna, CVS Health’s ability to successfully complete the transaction and/or realize the expected benefits from the transac tio n. Additional information concerning these risks, uncertainties and assumptions can be found in CVS Health’s and Aetna’s respective filings with the SEC, including the ris k factors discussed in “Item 1.A. Risk Factors” in CVS Health’s and Aetna’s most recent Annual Reports on Form 10 - K, as updated by their Quarterly Reports on Form 10 - Q and futu re filings with the SEC. You are cautioned not to place undue reliance on CVS Health’s and Aetna’s forward - looking statements. These forward - looking sta tements are and will be based upon management’s then - current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Neither CVS Health nor Aetna assumes any duty to update or revise forward - looking statements, whether as a result of new informa tion, future events or otherwise, as of any future date.