The Aetna world headquarters in downtown Hartford, Connecticut, on Sept. 22, 2011. Photo credit: shutterstock

An Aetna Inc. shareholder has sued to block a proposed $69 billion takeover by CVS Health, claiming that the “unfair and inadequate” deal would shortchange Aetna shareholders.

Aetna's common stock value, which has been pegged with an implied per share equity value as high as $233, represents a premium of about 113 percent over the $207.94-per-share value in the contemplated merger deal, the Aetna shareholder, Olivier Miramond, said in a civil complaint filed Tuesday in federal district court in New Haven, Connecticut, alleging violations of the federal securities laws and demanding a jury trial.

“The merger consideration in the proposed transaction is unfair and inadequate, because, among other things, the intrinsic value of the company and its common stock is materially in excess of the amount offered given the company's prospects for future growth and
earnings,” according to the complaint. “As a result, the proposed transaction will deny class members their right to fully share equitably in the true value of the company.”

Miramond is seeking to proceed in a class action on behalf of all Aetna shareholders affected by the merger plan, which still must be approved by federal regulators. In addition to seeking financial damages, he also is asking the court that the yet-to-be-scheduled shareholder vote on the deal be delayed until Aetna has disclosed all relevant financial information to the shareholders.

According to the complaint, in order to convince the shareholders to approve the deal, Aetna filed “materially incomplete and misleading” information with the U.S. Securities and Exchange Commission about the company's financial projections and valuation analyses. In addition, a $2.1 billion termination fee that Aetna must pay CVS if the company takes a better offer is “unreasonably high for this type of transaction and strongly discourages any other bidder from coming forward,” the complaint said.

Also named as defendants are Aetna chairman and CEO Mark Bertolini and 11 other board members of the Hartford, Connecticut-based health insurer. An Aetna spokesperson declined to comment, citing the ongoing litigation.

CVS's planned acquisition, announced by the Woonsocket, Rhode Island-based retail pharmacy giant last month, would constitute a so-called vertical merger since the two companies do not operate in exactly the same industry, though federal regulators are still likely to take a close look at the deal, corporate lawyers have said.

Aetna serves an estimated 44.6 million subscribers, according to the company. CVS Health has 9,700 retail pharmacies and more than 1,100 walk-in medical clinics. It is one of the largest pharmacy benefits managers with nearly 90 million plan members, as well as a senior pharmacy care business serving more than 1 million patients per year, and a stand-alone Medicare Part D prescription drug plan.

Juan Monteverde of Monteverde & Associates in New York and Shannon Hopkins of Levi & Korsinsky in Stamford, Connecticut, are representing the plaintiff in the suit in the U.S. District Court for the District of Connecticut.