(Bloomberg) -- Anthem Inc. made a non-binding proposal to buy smaller health insurer Cigna Corp. for about $47 billion in what would be the industrys biggest takeover ever.
The proposed offer is for $184 a share, about 31 percent of which would be paid in Anthem shares and the rest in cash. Thats a 29 percent premium to Cignas average closing price in the past 20 trading sessions. Anthem said the total transaction value is $53.8 billion, including net debt.
The merged entity would be about 24 percent owned by Cigna shareholders and would serve about 53 million members. Matt Asensio, a spokesman for Cigna, said the company had no comment at this time.
Health insurance companies are on the verge of a consolidation wave much like the pharmaceutical industry has been experiencing. Companies such as Anthem are searching for ways to cut costs and keep profits expanding amid a surge in enrollment from the Patient Protection and Affordable Care Act.
Anthem said Saturday that combining with Cigna would boost adjusted earnings by more than 10 percent in the first year. Together, theyll generate more than $115 billion in annual revenue.
Anthem, valued at $43 billion on Friday, was considering a takeover of Cigna or Humana Inc., a person familiar with the matter said this month. Chris Rigg, an analyst for Susquehanna Financial Group, said at the time that if Anthem chooses to target Cigna, then Aetna Inc. may pursue Humana.
This combination is the absolute best strategy for both organizations to maximize the potential and lead the transformation of the health care industry, Anthem Chief Executive Officer Joseph Swedish said in the statement.
Anthem said Saturday that it had held discussions with Cigna about a merger since August 2014 and made its latest proposal public after the talks hit a snag. Anthem said it offered to name Cignas CEO, David Cordani, president and chief operating officer of the combined entity, as well as co-chairman of the integration team. But Cigna insisted on Cordani remaining CEO, Anthem said.
Anthem called it unreasonable governance demands and urged Cigna to return to negotiations to reach a mutually agreed-upon transaction.
UBS AG is working as Anthems financial adviser, and White & Case LLP is its legal counsel.
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