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Labourers' Pension Fund of Cent. and E. Canada v. CVS Health Corp.

Challenged Portions of Registration Statement Are Not Shielded by Safe-Harbor Protection

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The following e-filed documents, listed by NYSCEF document number (Motion 001) 10, 11, 12, 13, 14, 15, 16, 62, 63, 64, 65, 66, 79, 80, 81, 82, 96, 97, 99, 100, 104, 105, 106, 108, 109, 110, 111, 112, 113, 114, 115 were read on this motion to/for DISMISSAL. DECISION ORDER ON MOTION In motion sequence number 001, defendant CVS Health Corporation (CVS) and defendants Larry J. Merlo, David M. Denton, and Eva C. Boratto (collectively, Individual Defendants) move to dismiss the complaint pursuant to CPLR 3211 (a) (1), (4) and (7), and alternatively, move to stay this action pursuant to CPLR 2201 and 3211(a)(4). I. Background The following facts are alleged in the complaint unless noted otherwise, and for purposes of this motion, are accepted as true. CVS, a Delaware corporation located in Rhode Island, operates retail pharmacies. (NYSCEF Doc. No. [NYSCEF] 1, Complaint 24.) This case concerns the interplay between CVS’s May 2015 acquisition of nonparty Omnicare, which was then the nation’s largest provider of pharmacy services to long-term care facilities (2015 Acquisition) and CVS’s acquisition of nonparty Aetna Inc. (Aetna), an insurance company, on November 28, 2018 (Aetna Acquisition). (Id.

24, 32, 86.) CVS issued new shares of CVS common stock directly to Aetna shareholders, including plaintiff Labourers’ Pension Fund of Central and Eastern Canada (LBF), a pension plan to 99,160 employees. (Id. 23.) In December 2017, CVS announced its decision to acquire Aetna. (Id. 54.) CVS filed an amended registration statement for the Aetna Acquisition on February 9, 2018, incorporating its annual and quarterly reports. (Id.

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