Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MEDCO HEALTH SOLUTIONS INC | y92107ae8vk.htm |
| EX-99.1 - EX-99.1 - MEDCO HEALTH SOLUTIONS INC | y92107aexv99w1.htm |
| EX-99.4 - EX-99.1 - MEDCO HEALTH SOLUTIONS INC | y92107aexv99w4.htm |
| EX-99.3 - EX-99.3 - MEDCO HEALTH SOLUTIONS INC | y92107aexv99w3.htm |
Exhibit 99.2
| Leading the Effort to Lower Drugs Costs for American Families |
| Presenters George Paz Express Scripts, Inc. Chairman & Chief Executive OfficerDavid Snow Medco Health Solutions, Inc. Chairman & Chief Executive OfficerJeff Hall Express Scripts, Inc. Executive Vice President & Chief Financial Officer |
| Agenda Benefits of MergerTransaction Overview & Financial ConsiderationQ&A |
| + A combination the nation needs now: Lowers healthcare costs while improving patient care |
| Benefits of the Combination Addresses national mandate for more affordable, higher quality healthcareProvides leadership and resources required to drive out waste and improve health outcomesAccelerates efforts to create greater efficiencies in healthcare Builds on our legacy of advancing healthcare through innovation and an unwavering alignment with clients Better positioned for long-term growth opportunities |
| Clients and Members Will Benefit Invite collaboration across the healthcare continuum to drive innovation Accelerates research, development and deployment of trend management tools Close gaps in care and achieve greater adherence through behavioral approach and clinical strengths Utilize expertise to better manage the cost and care associated with specialty drugs Generate greater cost savings for patients and plan sponsors Create more efficiency in the supply chain Well-positioned to drive out waste in healthcare and provide the best care |
| The Right Transaction for Medco Enhances Medco's successful track record of performance22% EPS CAGR since spin-off in 2003 Built world-class specialty businessImplemented numerous innovations (Therapeutic Resource Centers, DNA Direct, Medco Research Institute)Executed diversification strategy (UBC acquisition, Medco Celesio BV JV, investment in Europa Apotheek Venlo)Unites two PBMs, with similar cultures and missionsProvides Medco shareholders a premium for their shares Offers participation in significant long-term growth potential from this transaction |
| Combining Complementary Expertise Via Consumerology(r) and Clinical Innovation Clinical and data integrationSpecialty benefit services Care Coordination More than moneyOne size does not fit allKey psychological forces Behavioral Insights TRCs driving increased adherence and compliance Specialist Pharmacist Model Choice architectureFramed messagingPredictive modeling Proven Tools Pharma- cogenomicsDNA Direct(r) Personalized Medicine Medco Research InstituteUBC(r) (REMS/ Safety/ CER) Safety & Health Outcomes Note: TRC = Therapeutic Resource Centers; REMS = Risk Evaluation and Mitigation Strategies; CER = Comparative Effectiveness Research. Drive Out Waste and Improve Health Increased therapy adherence Lower costs Better outcomes Benefits of Combination |
| Building Shareholder Value Through Alignment Complements Core Competencies Diversifies Business Enhances Specialty Pharmacy Platform Adds Additional Mail Order Capabilities Significant Synergy Potential + Improving health outcomes; delivering shareholder value Driving out waste Lowering costs |
| History of building shareholder value through successful acquisition strategy Note: Represents Adjusted EBITDA from continuing operations which is reconciled in tables in our earnings releases; adjusted to exclude non-recurring items. Track Record of Execution and Innovation Commitment to Building Shareholder Value ESRX stock price has increased over 25,000% since IPO in 1992 $460m $715m $466m $1,268m $333m $251m NextRx$4,675m |
| Creating significant value:Successful track record of creating shareholder value through organic growth and strategic combinations + |
| $28.80 cash and 0.81 of a share of Express Scripts stock (fixed exchange ratio); total consideration of $29.1 billionTotal value of $71.36 per Medco share based on Express Scripts' closing stock price on July 20, 2011 Transaction Overview Price Premium Ownership Anticipated Closing First half of 2012, subject to regulatory approvals 28% premium to Medco shareholders based on Medco's closing stock price on July 20, 2011 Express Scripts shareholders to own approximately 59% and Medco shareholders to own approximately 41% of the combined company |
| Significant Financial Benefits Slightly accretive in first full year; moderately accretive post integration$1 billion of synergies when fully integratedMaintains Express Scripts' Strong Financial ProfileCash Flow: $4 billion+ of annual free cash flow post integrationCapex: Disciplined capex deploymentCredit Rating: Commitment to maintaining investment grade credit ratingEarnings growth: Maintain industry-leading growth rate |
| Proven success integrating strategic acquisitions and reducing leverage rapidly $1,268m $460m $715m $466m $333m $251m NextRx$4,675m Note: Represents Adjusted EBITDA from continuing operations which is reconciled in tables in our earnings releases; adjusted to exclude non-recurring items. Track Record of Execution and Innovation Commitment to De-Leveraging |
| Regulatory Approval Significant benefits in the public interestLowers costs and improves outcomes for clients and membersImproves the overall quality of healthcare by ensuring proper compliance, avoiding adverse reactions and providing customers the feedback to live healthier livesFacilitates cooperation across healthcare continuum to drive innovationCompetition is vibrant and will only increaseSignificant number of diverse competitorsDiverging PBM business models continue to emerge |
| Roadmap to Completion Complete required filingsSpecial meetings for Express Scripts and Medco shareholder approvalReceive regulatory approvalsHart-Scott-RodinoTransaction expected to be completed in the first half of 2012 |
| FORWARD LOOKING STATEMENTSCautionary Note Regarding Forward-Looking StatementsThis materialmay include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance. Statements that include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," "may," "would" and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following:STANDARD OPERATING FACTORS Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop and cross sell new products and services to our existing clients;Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in order to comply;Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to otherwise execute on our strategies related to Medicare Part D;A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors, or a significant failure or disruption in service within our operations or the operations of such vendors;Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired businesses;The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or significant changes within the pharmacy provider marketplace;The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers, or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;Changes in industry pricing benchmarks;Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;Our failure to execute on, or other issues arising under, certain key client contracts;The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or to manage succession and retention for our Chief Executive Officer or other key executives; |
| FORWARD LOOKING STATEMENTS (Continued)TRANSACTION-RELATED FACTORS Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the transaction with Medco Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement;The ability to obtain governmental approvals of the transaction with Medco;Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction or a delay or difficulty in integrating the businesses of Express Scripts and Medco;Uncertainty as to the long-term value of Aristotle Holding, Inc. common shares;Limitation on the ability of Express Scripts and Aristotle Holding, Inc. to incur new debt in connection with the transaction;The expected amount and timing of cost savings and operating synergies; andFailure to receive the approval of the stockholders of either Express Scripts or Medco for the transaction. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts' most recent reports on Form 10-K and Form 10-Q and the risk factors included in Medco's most recent reports on Form 10-K and Form 10-Q and other documents of Express Scripts, Aristotle Holding, Inc. and Medco on file with the Securities and Exchange Commission ("SEC"). Any forward-looking statements made in this material are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward- looking statement, whether as a result of new information, future developments or otherwise. |
| ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Aristotle Holding, Inc. In connection with the Agreement and Plan of Merger among Medco, Express Scripts, Aristotle Holding, Inc., Plato Merger Sub Inc. and Aristotle Merger Sub, Inc. (the "Merger"), Medco, Express Scripts and Aristotle Holding, Inc., intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by Aristotle Holding, Inc., that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, ARISTOTLE HOLDING, INC. AND THE MERGER. The Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any other documents filed by Express Scripts, Aristotle Holding, Inc. or Medco with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by directing a written request to: Mackenzie Partners, Inc.105 Madison AvenueNew York, New York 10016 This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. PARTICIPANTS IN THE SOLICITATION Express Scripts, Aristotle Holding, Inc. and Medco and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection with the Merger. Information about Express Scripts' directors and executive officers is available in Express Scripts' definitive proxy statement, dated March 21, 2011, for its 2011 annual general meeting of stockholders. Information about Medco's directors and executive officers is available in Medco's definitive proxy statement, dated April 8, 2011, for its 2011 annual general meeting of stockholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that Aristotle Holding, Inc., will file with the SEC when it becomes available. |
| Leading the Effort to Lower Drugs Costs for American Families |