Judge: Neither Anthem nor Cigna to receive damages in 'corporate soap opera' over failed merger

Gavel with scales of justice in background
A Delaware judge has ruled that neither party will receive damages in the ongoing spat between Anthem and Cigna over their failed merger. (William_Potter/iStock/Getty Images Plus)(William_Potter / iStock / Getty Images Plus)

A Delaware judge has ruled that neither Anthem nor Cigna can receive damages in the fallout from their failed $54 billion merger.

Vice Chancellor J. Travis Laster described the years-long back and forth over the merger as a "corporate soap opera" and "a battle for power that spanned multiple acts." Laster presided over much of the legal back-and-forth after the merger was put on ice by a federal court on antitrust grounds in 2017.

"Each party must bear the losses it suffered as a result of their star-crossed venture," Laster wrote in the opinion (PDF).

Shortly after the merger was blocked in federal court, Cigna sued Anthem to break free from the deal, and sought billions in damages and termination fees.

RELATED: Shareholder suit claims Anthem executives ignored risks of Cigna merger

Anthem said in a statement to Fierce Healthcare that it feels "this decision is in the best interests of Anthem and our stakeholders."

"We are pleased with the decision determining that Cigna breached its obligation to use best efforts to obtain regulatory approval for the merger, thereby eliminating its right to a $1.85 billion termination fee," Anthem said.

A Cigna spokesperson said the insurer is considering next steps, including a potential appeal.

"We are pleased that the Court agreed with us that Cigna did not cause the merger to fail," the spokesperson said. "We continue to strongly believe in the merits of our case, and we are evaluating our options with respect to appeal."

Unsealed testimony in the antitrust case revealed deep divisions between the two insurers as the merger pushed forward. For example, Cigna pulled back on integration efforts as the feds probed the deal, leading Anthem to create a confidential task force to forge ahead without Cigna's knowledge, then-CEO Joseph Swedish testified.

Swedish also said that Anthem broadened the role for Cigna CEO David Cordani in the combined company under pressure from Cigna's board while being unsure if he was staying on with the new company at all.

Cordani confirmed that Cigna pulled back on the integration efforts and voice concern that Anthem's plans for uniting could damage Cigna's network and value.

Since the deal fell through, Cigna instead opted to acquire Express Scripts, the nation's largest pharmacy benefit manager, in a deal valued at $67 billion. The purchase closed in December 2018.

A similar, though less contentious, insurance merger between Aetna and Humana was spiked by the feds and dissolved in February 2017. Aetna has since been acquired by CVS Health in a $69 billion deal that faced plenty of legal bumps of its own.

Humana is still viewed by financial experts as a potential acquisition target, with rumors of a potential purchase by Walmart swirling in April 2018.