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Cigna/Express Scripts deal includes $2.1B reverse termination fee

Cigna Corp.'s $54 billion bid to acquire Express Scripts Holding Co. includes a reverse termination fee of $2.1 billion, according to a regulatory filing. The fee is payable to Express Scripts if the deal fails to close due to lack of regulatory approval.

The merger agreement also included a $1.6 billion termination fee that would be paid to Cigna if the deal is terminated because Express Scripts' board changed its recommendation or Express Scripts' shareholders voted against the deal. If Express Scripts terminates the deal because of superior offer, it would also owe the $1.6 billion termination fee to Cigna.

Express Scripts would also be obligated to pay Cigna the termination fee if the duo's merger fails and Express Scripts agrees to another deal for the majority of its assets or equity.

Cigna has reciprocal obligations to pay a $1.6 billion termination fee to Express Scripts.

Cigna and Express Scripts have the right to terminate the deal if it is not consummated by Dec. 8, subject to a six-month extension to June 8, 2019.