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Anthem&Cigna Merger

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Submitted By Evrenevren
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INTERNATIONAL COMPANY LAW
TAKE HOME FINAL EXAM
1 – What is the function of (a) the merger, (b) Exchange of Certificates, (c) Representations and Warranties of Anthem and Cigna ( as well as of Anthem and Merger Sub), (d) Covenant Relating to the Conduct of Business, (e) Conditions to Consummation of the Merger, (f) Conditions Precedent, (g) Termination and Amendment, (h) General Provisions, and how do these provisions work together (please give examples from each sub-section to justify your answer)?
(a) In a merger agreement, the assets and liabilities of the firm which is being acquired end up being absorbed by the buyers firm. A merger could be the most effective and efficient way to enter a new market without the need of creating another business entity. For the firms who have been functioning in their industry for a while, a merger creates new paths for them to expand their target areas. The opportunity for a growth of the market share and the opportunity to overcome a competition with a rival firm also make Mergers more attractive to these firms. In the end of a merger, both companies end up having access to each other’s resources and for a new company these resources bring the benefits of gaining experience thus an increased development phase.
With this ‘reverse triangle merger’ agreement between Anthem and Cigna, (1) Merger Sub Corp of Anthem will be merged with and into Cigna, leaving Cigna to continue to exist as a surviving corporation. In this case we have two mergers currently being worked on. Consequently, Cigna will be the Initial Surviving Company and (1).1 Cigna will be wholly owned by Anthem. Since a merger is a corporate strategy which enables the companies to expand their operations by combining with another company, in this case, Anthem will be able to reach the target markets it couldn’t have done before the agreement. Therefore, it will end

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