Aetna Completes Sale of Financial Services and International Businesses to ING and Spinoff of Health Business to Its Shareholders

Business Wire, Dec 13, 2000

Business Editors

HARTFORD, Conn.--(BUSINESS WIRE)--Dec. 13, 2000

- Share Repurchase Authorization Announced -

- New Dividend Policy Determined -

- Date Set for 2001 Outlook Conference Call -

Aetna Inc. (NYSE: AET) today announced that it has completed the sale of its financial services and international businesses to ING Groep N.V. for approximately $7.7 billion, and completed the simultaneous spinoff of its health care business to shareholders.

Under terms of the transaction, ING will pay approximately $5 billion in cash directly to Aetna shareholders and assume approximately $2.7 billion of Aetna's debt. As a result, each shareholder of record as of the close of business today will receive approximately $35.33 in exchange for each of their existing shares and one share of common stock of the newly spun-off health care company. For shareholders who hold their shares directly, in order to receive the cash consideration, they will have to exchange their existing Aetna shares for the cash, and they will be sent a statement shortly with detailed instructions on how to do so. For shareholders who hold their shares through a bank or broker, no action is required to receive the cash, as the bank or broker will process the exchange on behalf of its customers. In addition, no action is required of any shareholders in order to receive the common stock of the newly spun-off health care company. Aetna will promptly send to shareholders a statement evidencing their shares in the new company. If shareholders have any questions, the information agent, Georgeson Shareholder Communications Inc., can be reached at 1-800-223-2064. As of the closing, there were 141,670,551 shares outstanding.

Pursuant to the transaction with ING, the former Aetna Inc. was renamed Lion Connecticut Holdings Inc. and merged into a subsidiary of ING. The health care business has been renamed Aetna Inc. and will trade on the New York Stock Exchange under the symbol AET.

"This marks an important chapter in the company's 147-year history, and it raises the curtain on an exciting new time of challenge and opportunity as the new Aetna rededicates itself to being the nation's premier health and related benefits company," said William H. Donaldson, chairman of Aetna. "The sale gives Aetna Financial Services and Aetna International a new home, where their strong capabilities can be combined with those of a global financial services leader."

"Today also marks a new beginning for Aetna as a health and related benefits company," said Dr. John W. Rowe, president and CEO of Aetna. "Our goal is to transform Aetna into a consumer-focused company based on mutually respectful physician relationships that will create added value for all our constituents."

Share Repurchase Authorized

Aetna also announced today a program to repurchase up to 5 million shares of its common stock. The authorization allows the repurchase of the shares from time to time on the open market. The company intends to fund the share repurchases with proceeds received from the exercise of employee stock options, thereby mitigating the dilution impact of the option exercises.

New Dividend Policy

Aetna today also announced a new dividend policy under which the company intends to pay a $.04 dividend annually, rather than quarterly. The new dividend policy places Aetna more in line with its competitors. The dividend is expected to be paid in the fourth quarter of each year, beginning in 2001.

Conference Call Date Set

In addition, Aetna announced today that it would conduct a conference call on Monday, Dec. 18, at 9 a.m., to discuss the company's financial outlook for 2001. The public may access the conference call, which is available on a listen-only basis, by dialing 212-896-6013 five to 10 minutes before the call. Individuals who call in will be asked to identify themselves and their affiliations. A live Webcast and replays also will be available through the Internet at www.aetna.com. A replay of the call will be available from Dec. 18 at 11 a.m. ET until Dec. 22 at 11 p.m. ET. Replay numbers are: 800-633-8284 (domestic), 858-812-6440 (international), reservation #17249007.

Aetna is the nation's leading provider of health care and related benefits, serving more than 19 million health care members, 14 million dental members and 11 million group insurance customers. Information about Aetna is available at www.aetna.com.