The Cigna Group Any and All Tender Offer
Offer to Purchase for Cash
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(a) Per $1,000 principal amount. Maximum Tender Offer
Offer to Purchase for Cash
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(a) We will accept the Maximum Tender Offer Notes in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with “1” being the highest Acceptance Priority Level and “5” being the lowest (Acceptance Priority Level), upon the terms and subject to the conditions set forth in this Offer to Purchase, including the Maximum Tender Offer Amount (as defined below), the 2025-2026 Tender Sub-Cap, the 2026-2027 Tender Sub-Cap and the 2030 Tender Sub-Cap. (b) Per $1,000 principal amount.
Each Tender Offer (as defined below) will expire at 5:00 p.m., New York City time, on March 5, 2024, or any other date and time to which The
Cigna Group (“we,” “our,” “us,” the “Company” or “Cigna”) extends a Tender Offer (such date and time with respect to a Tender Offer, as it may be
extended for such Tender Offer, the “Expiration Date”), unless earlier terminated. You must validly tender your Securities (as defined below) prior
to or at 5:00 p.m., New York City time, on February 16, 2024 (such date and time with respect to a Tender Offer, as it may be extended for such
Tender Offer, the “Early Tender Date”), to be eligible to receive the applicable Total Consideration (as defined below) plus Accrued Interest
(as defined below), subject, as applicable, to the Maximum Tender Offer Amount and the applicable Tender Sub-Cap. If you validly tender your Securities
after the Early Tender Date but prior to or at the Expiration Date, you will only be eligible to receive the applicable Late Tender Offer Consideration
(as defined below) plus Accrued Interest, subject, as applicable, to the Maximum Tender Offer Amount and the applicable Tender Sub-Cap. To view copie(s) of the Offer to Purchase document(s) please click on the link(s) below Any questions regarding procedures for tendering Securities or requests for additional copies of the Offer to Purchase or should be directed to the Tender and Information Agent. The Tender and Information Agent for the Tender Offers is:
If a Holder has questions about the terms of the Tender Offers, the Holder should contact the Dealer Managers at their respective telephone numbers. The Dealer Managers for the Tender Offers are:
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