SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) June 27, 2018


Cigna Corporation
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)
1‑08323
(Commission File Number)
06‑1059331
(IRS Employer
Identification No.)



900 Cottage Grove Road
Bloomfield, Connecticut 06002
 (Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:

(860) 226-6000


Not Applicable
 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR    240.14d-2(b))
[ ]
Pre-commencement communication pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Item 1.01   Entry into a Material Definitive Agreement.
As previously announced, on March 8, 2018, Cigna Corporation (“Cigna”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Express Scripts Holding Company, a Delaware corporation (“Express Scripts”), Halfmoon Parent, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cigna (“Holdco”), Halfmoon I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Merger Sub 1”), and Halfmoon II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Merger Sub 2”).  As previously disclosed, subject to the conditions of the Merger Agreement, Cigna will acquire Express Scripts in a cash and stock transaction through: (1) the merger of Merger Sub 1 with and into Cigna, with Cigna surviving as a direct wholly owned subsidiary of Holdco, and (2) the merger of Merger Sub 2 with and into Express Scripts, with Express Scripts surviving as a direct wholly owned subsidiary of Holdco.

On June 27, 2018, Cigna and the other parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (“Amendment No. 1”).  Pursuant to Amendment No. 1, upon closing of Cigna's acquisition of Express Scripts, Dr. Mark McClellan, the Director of the Robert J. Margolis, MD Center for Health Policy at Duke University, will join the board of directors of Holdco.

The foregoing description of Amendment No. 1 is not complete and is subject to and qualified in its entirety by reference to Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2018, the Cigna board of directors (the “Board”) appointed Dr. Mark McClellan as an independent member of the Board, which appointment is effective December 1, 2018.  However, if Cigna’s acquisition of Express Scripts has closed prior to that date, Dr. McClellan will join the board of directors of the combined company.  As described in Item 1.01 above, upon closing of the acquisition, Dr. McClellan will join the board of directors of the combined company.

Dr. McClellan will participate in Cigna’s non-employee director compensation program, as described on pages 25 and 26 of Cigna’s proxy statement for the 2018 annual meeting of shareholders, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2018.  A description of the non-employee director compensation program also is contained in Exhibit 10.1 to Cigna's Quarterly Report on Form 10-Q for the period ended March 31, 2014.

There is no arrangement or understanding between Dr. McClellan and any other person pursuant to which Dr. McClellan was selected as a director.  Dr. McClellan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

The Company will file an amended Form 8-K to disclose Dr. McClellan’s committee assignments once determined.

A copy of Cigna's press release announcing the appointment of Dr. McClellan is attached to this report as Exhibit 99.1 and incorporated herein by reference.

* * *
FORWARD LOOKING STATEMENTS
Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking statements include, among other things, statements of plans, objectives, expectations (financial or otherwise) or intentions.
 
 
Forward-looking statements, including as they relate to Express Scripts (“Express Scripts”) or Cigna (“Cigna”), the management of either such company or the transaction, involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Express Scripts and Cigna do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following:
·
the inability of Express Scripts and Cigna to obtain stockholder or regulatory approvals required for the merger or the requirement to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals;
·
the possibility that the anticipated benefits from the merger cannot be realized in full, or at all or may take longer to realize than expected;
·
a longer time than anticipated to consummate the proposed merger;
·
problems regarding the successful integration of the businesses of Express Scripts and Cigna;
·
unexpected costs regarding the proposed merger;
·
diversion of management’s attention from ongoing business operations and opportunities;
·
potential litigation associated with the proposed merger;
·
the ability to retain key personnel;
·
the availability of financing;
·
effects on the businesses as a result of uncertainty surrounding the proposed merger; and
·
the industry may be subject to future risks that are described in SEC reports filed by Express Scripts and Cigna.
You should carefully consider these and other relevant factors, including those risk factors in this communication and other risks and uncertainties that affect the businesses of Express Scripts and Cigna described in their respective filings with the SEC, when reviewing any forward-looking statement. These factors are noted for investors as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either foregoing lists, or the risks identified in SEC filings, to be a complete discussion of all potential risks or uncertainties.
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the proposed transaction, on May 16, 2018, the newly formed company which will become the holding company following the transaction (“Holdco”) filed with the SEC a preliminary registration statement on Form S-4, which was amended on June 20, 2018.  The registration statement on Form S-4 includes a joint proxy statement of Cigna and Express Scripts that also constitutes a prospectus of Holdco. These materials are not final and may be further amended.  Cigna and Express Scripts also plan to file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the registration statement or the joint proxy statement/prospectus or any other document which Cigna, Express Scripts or Holdco may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the preliminary registration statement on Form S-4, as amended on June 20, 2018, and the definitive joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Holdco, Cigna and Express Scripts with the SEC at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Cigna will be available free of charge on Cigna’s website at www.Cigna.com or by contacting Cigna’s Investor Relations Department at (215) 761-4198. Copies of documents filed with the SEC by Express Scripts will be available free of charge on Express Scripts’ website at www.express-scripts.com or by contacting Express Scripts’ Investor Relations Department at (314) 810-3115.
 
 
 
PARTICIPANTS IN THE SOLICITATION
Cigna (and, in some instances, Holdco) and Express Scripts and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of directors and executive officers of Cigna (and, in some instances, Holdco) in Cigna’s Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 28, 2018, and its definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 16, 2018. Investors may obtain information regarding the names, affiliations and interests of Express Scripts’ directors and executive officers in Express Scripts’ Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 27, 2018, and its proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 29, 2018. You may obtain free copies of these documents at the SEC’s website at www.sec.gov, at Cigna’s website at www.Cigna.com or by contacting Cigna’s Investor Relations Department at (215) 761-4198. Copies of documents filed with the SEC by Express Scripts will be available free of charge on Express Scripts’ website at www.express-scripts.com or by contacting Express Scripts’ Investor Relations Department at (314) 810-3115. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction if and when they become available. Investors should read the joint proxy statement/prospectus carefully and in its entirety when it becomes available before making any voting or investment decisions.
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 approval 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 jurisdiction 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, as amended, and otherwise in accordance with applicable law.

Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
Exhibit No.
Description
   
2.1
   
99.1
 
 
 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
Cigna Corporation
     
     
Date: July 2, 2018
By: /s/ Nicole S. Jones
   
Nicole S. Jones
   
Executive Vice President and
   
General Counsel
 
 
 





 
Exhibit 2.1
EXECUTION VERSION
 
AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (this “ Amendment ”), dated as of June 27, 2018, to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of March 8, 2018 (as amended, restated, modified or supplemented from time to time, the “ Merger Agreement ”), by and among Cigna Corporation (“ Parent ”), Express Scripts Holding Company (the “ Company ”), Halfmoon Parent, Inc. (“ Holdco ”), Halfmoon I, Inc. and Halfmoon II, Inc.
WHEREAS, pursuant to Section 9.3 of the Merger Agreement, the parties hereto wish to mutually agree to amend certain provisions of the Merger Agreement as described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.   Definitions .  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

2.   Amendment .  The text of the first sentence of Section 7.10 of the Merger Agreement is hereby amended and restated as follows:

Effective at the Effective Time, the Board of Directors of Holdco shall consist of 14 directors, comprising (a) eight independent members of the Board of Directors of Parent as of immediately prior to the Effective Time, plus the Chief Executive Officer of Parent, (b) four independent members of the Board of Directors of the Company as of immediately prior to the Effective Time and (c) subject to his willingness to serve, Mark McClellan; provided that if Mark McClellan is unwilling to serve, the Board of Directors of Holdco shall consist of 13 directors, comprising (i) eight independent members of the Board of Directors of Parent as of immediately prior to the Effective Time, plus the Chief Executive Officer of Parent and (ii) four independent members of the Board of Directors of the Company as of immediately prior to the Effective Time.

3.   References .  Each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment.  Notwithstanding the foregoing, all references in the Merger Agreement, the Company Disclosure Schedule and the Parent Disclosure Schedule to “the date hereof” or “the date of this Agreement” shall refer to March 8, 2018.
 
 
4.   Effect of Amendment .  Except as otherwise expressly provided herein, all of the terms, agreements and conditions of the Merger Agreement remain unchanged and continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment, waiver or consent of any other term, agreement or condition of the Merger Agreement or any of the documents referred to therein.
 
5.   Other Terms .  Section 9.3, Section 9.4 and Article X of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[SIGNATURE PAGES FOLLOW]
 
 
-2-

 
CIGNA CORPORATION
     
     
     
 
By: /s/ Eric P. Palmer
   
Name:
Eric P. Palmer
   
Title:
Executive Vice President and
   
Chief Financial Officer
 
 
 
[ Signature Page to Amendment No. 1 to Agreement and Plan of Merger ]
 
 
 
EXPRESS SCRIPTS HOLDING COMPANY
       
       
       
 
By:
/s/ Martin Akins
   
Name:
Martin Akins
   
Title:
Senior Vice President, General Counsel
     
and Corporate Secretary
       
 
 
 
[ Signature Page to Amendment No. 1 to Agreement and Plan of Merger ]
 
 
HALFMOON PARENT, INC.
       
       
       
 
By: /s/ Eric P. Palmer
   
Name:
Eric P. Palmer
   
Title:
President
 
 
[ Signature Page to Amendment No. 1 to Agreement and Plan of Merger ]
 
 
HALFMOON I, INC.
       
       
       
 
By: /s/ Eric P. Palmer
   
Name:
Eric P. Palmer
   
Title:
President
 
 
 
[ Signature Page to Amendment No. 1 to Agreement and Plan of Merger ]
 
 
 
HALFMOON II, INC.
       
       
       
 
By: /s/ Eric P. Palmer
   
Name:
Eric P. Palmer
   
Title:
President
 
 
 
 
[ Signature Page to Amendment No. 1 to Agreement and Plan of Merger ]
 
Exhibit 99.1
 

Press Release
 
     
     
MEDIA CONTACT:
Ellie Polack
 
 
860.902.4906
 
 
Elinor.Polack@Cigna.com
 
     
 
Mark McClellan, M.D. Appointed to Cigna Board of Directors
BLOOMFIELD, Conn. – July 2 ,   2018 – Cigna Corporation (NYSE:CI) today announced that Mark McClellan, M.D., has been appointed to Cigna's Board of Directors.  Dr. McClellan’s appointment is effective December 1, 2018, unless Cigna’s acquisition of Express Scripts has closed prior to that date, in which case Dr. McClellan will join the board of directors of the combined company upon closing.
Dr. McClellan, a doctor and an economist, has focused his work on addressing a wide range of strategies and policy reforms to improve health care, including payment reforms to promote better outcomes and lower costs.  Dr. McClellan has served as the Director of the Robert J. Margolis, MD Center for Health Policy at Duke University since 2015. Prior to that, he was the Director of the Health Care Innovation and Value Initiative at the Engelberg Center for Health Care Reform at The Brookings Institution where he had been a senior fellow since 2006.  Dr. McClellan was also the administrator of the Centers for Medicare & Medicaid Services from 2004 until 2006 where he was responsible for administering the Medicare and Medicaid programs, including Medicare Part D, the prescription drug benefit program engendered by the Medicare Prescription Drug, Improvement, and Modernization Act.  Prior to that, he was the Commissioner of the U.S. Food and Drug Administration and also served in the White House as a Member of the President's Council of Economic Advisers.
“Mark’s combination of health care industry and economic expertise will strongly support Cigna’s efforts to drive health care affordability and quality, as we continue to innovate and deliver differentiated value for our customers, clients and communities — in alignment with health care providers,” said David M. Cordani, Cigna President and Chief Executive Officer.
“Mark joins Cigna’s board with a well-earned reputation for bi-partisan engagement and a proven commitment to helping improve the health care system, which are essential qualities for the dynamic environment in which Cigna operates,” said Isaiah Harris, Jr., Cigna Chairman of the Board.
About Cigna
Cigna Corporation (NYSE: CI) is a global health service company dedicated to helping people improve their health, well-being and sense of security. All products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation, including Cigna Health and Life Insurance Company, Connecticut General Life Insurance Company, Life Insurance Company of North America, Cigna Life Insurance Company of New York, or their affiliates. Such products and services include an integrated suite of health services, such as medical, dental, behavioral health, pharmacy, vision, supplemental benefits, and other related products including group life, accident and disability insurance. Cigna maintains sales capability in over 30 countries and jurisdictions, and has more than 95 million customer relationships throughout the world. To learn more about Cigna ® , including links to follow us on Facebook or Twitter, visit www.cigna.com . For more information about Cigna's proposed acquisition of Express Scripts, please visit www.advancinghealthcare.com .
 
 
Cigna
Page 2
FORWARD LOOKING STATEMENTS
Information included or incorporated by reference in this communication, and information which may be contained in other filings with the Securities and Exchange Commission (the “SEC”) and press releases or other public statements, contains or may contain forward-looking statements. These forward-looking statements include, among other things, statements of plans, objectives, expectations (financial or otherwise) or intentions.
Forward-looking statements, including as they relate to Express Scripts (“Express Scripts”) or Cigna (“Cigna”), the management of either such company or the transaction, involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Express Scripts and Cigna do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following:
·
the inability of Express Scripts and Cigna to obtain stockholder or regulatory approvals required for the merger or the requirement to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals;
·
the possibility that the anticipated benefits from the merger cannot be realized in full, or at all or may take longer to realize than expected;
·
a longer time than anticipated to consummate the proposed merger;
·
problems regarding the successful integration of the businesses of Express Scripts and Cigna;
·
unexpected costs regarding the proposed merger;
·
diversion of management’s attention from ongoing business operations and opportunities;
·
potential litigation associated with the proposed merger;
·
the ability to retain key personnel;
·
the availability of financing;
·
effects on the businesses as a result of uncertainty surrounding the proposed merger; and
·
the industry may be subject to future risks that are described in SEC reports filed by Express Scripts and Cigna.
You should carefully consider these and other relevant factors, including those risk factors in this communication and other risks and uncertainties that affect the businesses of Express Scripts and Cigna described in their respective filings with the SEC, when reviewing any forward-looking statement. These factors are noted for investors as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either foregoing lists, or the risks identified in SEC filings, to be a complete discussion of all potential risks or uncertainties.
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the proposed transaction, on May 16, 2018, the newly formed company which will become the holding company following the transaction (“Holdco”) filed with the SEC a preliminary registration statement on Form S-4, which was amended on June 20, 2018.  The registration statement on Form S-4 includes a joint proxy statement of Cigna and Express Scripts that also constitutes a prospectus of Holdco. These materials are not final and may be further amended.  Cigna and Express Scripts also plan to file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the registration statement or the joint proxy statement/prospectus or any other document which Cigna, Express Scripts or Holdco may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the preliminary registration statement on Form S-4, as amended on June 20, 2018,  and the definitive joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Holdco, Cigna and Express Scripts with the SEC at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Cigna will be available free of charge on Cigna’s website at www.Cigna.com or by contacting Cigna’s Investor Relations Department at (215) 761-4198. Copies of documents filed with the SEC by Express Scripts will be available free of charge on Express Scripts’ website at www.express-scripts.com or by contacting Express Scripts’ Investor Relations Department at (314) 810-3115.
 
 
Cigna
Page 3
PARTICIPANTS IN THE SOLICITATION
Cigna (and, in some instances, Holdco) and Express Scripts and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Investors may obtain information regarding the names, affiliations and interests of directors and executive officers of Cigna (and, in some instances, Holdco) in Cigna’s Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 28, 2018, and its definitive proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 16, 2018. Investors may obtain information regarding the names, affiliations and interests of Express Scripts’ directors and executive officers in Express Scripts’ Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on February 27, 2018, and its proxy statement for its 2018 Annual Meeting, which was filed with the SEC on March 29, 2018. You may obtain free copies of these documents at the SEC’s website at www.sec.gov, at Cigna’s website at www.Cigna.com or by contacting Cigna’s Investor Relations Department at (215) 761-4198. Copies of documents filed with the SEC by Express Scripts will be available free of charge on Express Scripts’ website at www.express-scripts.com or by contacting Express Scripts’ Investor Relations Department at (314) 810-3115. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction if and when they become available. Investors should read the joint proxy statement/prospectus carefully and in its entirety when it becomes available before making any voting or investment decisions.
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 approval 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 jurisdiction 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, as amended, and otherwise in accordance with applicable law.

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