The conflict between Anthem andCigna provides a look at one of the largest corporate deals in theU.S. to go sour and a courtroom version of the blame game. (Photo:Diego M. Radzinschi/THE NATIONAL LAW JOURNAL.)

Cigna Corp. officials did everything they could to sabotage a$48.9 billion merger with Anthem Inc.,including refusing to consider divestitures that would have helpedthe deal win regulatory approval, Anthem's general counseltold a judge.

Cigna refused to turn over data Anthem executives needed toconvince U.S. Justice Department attorneys of the merger's value tocustomers, Thomas Zielinski, Anthem's top lawyer, testified Mondayin the opening of a damages trial tied to the transaction'scollapse.

Related: Health care M&A: 2019 starts off with abang

After Cigna Chief Executive Officer David Cordani expressedunhappiness with his role in the combined company, Cigna “cut usoff at the knees'' in their joint effort to fend off antitrustconcerns, Zielinski told Delaware Chancery Court Judge TravisLaster.

Cigna, which Anthem would have acquired, is seeking more than$16 billion in damages and termination fees. Anthem, which runsBlue Cross and Blue Shield plans in more than a dozen states,claims it's owed $20 billion in damages because of Cigna'sintransigence in turning over information to push the mergerforward.

The case provides a look at one of the largest corporate dealsin the U.S. to go sour and a courtroom version of the blame game.It features clashing narratives about how the transaction — whichwould have created the largest American health insurer bymembership — wound up on the rocks.

Anthem wanted to buy Cigna in 2015 to expand its offerings toall 50 states, but Cordani kept turning down its buyout offersbecause he wanted to be CEO of the combined company, Zielinskisaid. Then-Anthem CEO Joseph Swedish had already claimed the topspot as part of his company's offer.

“They never gave up'' in pushing for Cordani to become the CEOof the new company, Zielinski said. The deal was signed in July2015. Cordani wound up with the title of president and chiefoperating officer of the combined firm.

But as the Cigna CEO's dissatisfaction grew, his company'scooperation on issues such as integrating the health insurers'operations and responding to the government's antitrust suit wanedand then ceased, Zielinski said. A judge later blocked the mergeras anticompetitive and an appeals court upheld the ruling.

At one point, Cigna officials said they weren't interested inselling off any of the insurer's assets because they didn't see a“credible path'' to address the government's concerns, Zielinskitold the judge. They also derided Anthem's attempts to carry themerger through as a “futile effort,'' he said.

The animus grew between Anthem officials and Cordani after thedeal was signed in 2015, Zielinski recalled during crossexamination. He acknowledged that he considered the Cigna CEO to bemanipulative, passive-aggressive and self-centered.

Swedish, who considered Cordani to be “a bully,” had grown toloathe his counterpart so much that he wanted to diminish hisresponsibilities once the merged company was up and running,Zielinski added. The in-house lawyer said that Cordani had the samekind of ill feeling for Swedish.

But Anthem's board squashed Swedish's effort to reduce Cordani'srole, Zielinski said. Directors worried their Cigna colleagueswould think they'd been “suckered” into signing the merger deal,Zielinski added.

In its court filings, Cigna alleges wrongful conduct by Anthemwhile the companies sought regulatory approval. In the guise ofpushing the merger, Anthem sought to undermine Cigna's business bystealing confidential information and harassing its customers,Cigna claims.

Cigna officials say their shareholders are owed $14.7 billion indamages based on the stock premium they would have received had thedeal been consummated. The insurer also wants Laster to forceAnthem to pay a $1.85 billion termination fee over the fizzledmerger.

The case is In Re Anthem-Cigna Merger Litigation, 2017-0114,Delaware Chancery Court (Wilmington).

Catch up on the history of this faileddeal:

• Anthem, Cigna pay $3M to states that sued to blockmerger
• Anthem accuses Cigna of sabotagingdeal
• Anthem-Cigna and Aetna-Humana breakup provisions,dissected

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