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8-K - FORM 8-K - MEDCO HEALTH SOLUTIONS INC | y93337e8vk.htm |
Exhibit 99.1
Monday, November 7, 2011
Todays contents:
| Medco Extra: Executives update employees on merger progress |
Medco Extra: Executives update employees on merger progress
The latest edition of Medco Extra is now available. Last week, Medco Chairman and CEO Dave Snow, President and COO Kenny Klepper, General Counsel, Secretary and PresidentGlobal Pharmaceutical Strategies Tom Moriarty and Human Resources SVP Karin Princivalle, delivered a live broadcast to employees about the merger process. Medco Extra highlights key messages from the broadcast, including updates on integration planning and regulatory review. In addition, learn about Medcos launch of an educational video awareness campaign as part of National Diabetes Month. Also, read how Leadership Excellence magazine recently named Medco among the top companies on its annual leadership development list.
The latest edition of Medco Extra is now available. Last week, Medco Chairman and CEO Dave Snow, President and COO Kenny Klepper, General Counsel, Secretary and PresidentGlobal Pharmaceutical Strategies Tom Moriarty and Human Resources SVP Karin Princivalle, delivered a live broadcast to employees about the merger process. Medco Extra highlights key messages from the broadcast, including updates on integration planning and regulatory review. In addition, learn about Medcos launch of an educational video awareness campaign as part of National Diabetes Month. Also, read how Leadership Excellence magazine recently named Medco among the top companies on its annual leadership development list.
Click here to access
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements, as they relate to Medco Health
Solutions, Inc. or Express Scripts, Inc., the management of either such company or the transaction,
involve risks and uncertainties that may cause results to differ materially from those set forth in
the statements. No forward-looking statement can be guaranteed, and actual results may differ
materially from those projected. Medco and Express Scripts undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or
otherwise. Forward-looking statements are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the business and future financial
results of the pharmacy benefit management and specialty pharmacy industries, and other legal,
regulatory and economic developments. We use words such as anticipates, believes, plans,
expects, projects, future, intends, may, will, should, could, estimates,
predicts, potential, continue, guidance and similar expressions to identify these
forward-looking statements. Actual results could differ materially from the results contemplated
by these forward-looking statements due to a number of factors, including, but not limited to, the
possibility that (1) Medco and Express Scripts may be unable to obtain stockholder or regulatory
approvals required for the merger or may be required to accept conditions that could reduce the
anticipated benefits of the merger as a condition to obtaining regulatory approvals; (2) the length
of time necessary to consummate the proposed merger may be longer than anticipated; (3) problems
may arise in successfully integrating the businesses of Medco and Express Scripts; (4) the proposed
merger may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty
surrounding the proposed merger; and (6) the industry may be subject to future risks that are
described in SEC reports filed by Medco and Express Scripts.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the businesses of Medco and Express
Scripts described in their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and other documents filed from time to time with the SEC.
Additional Information and Where to Find It
Aristotle Holding, Inc., a wholly owned subsidiary of Express Scripts, has filed a registration
statement on Form S-4 with the SEC in connection with the proposed merger, which includes a joint
proxy statement/prospectus of Medco and Express Scripts. Stockholders are urged to read the
registration statement and the joint proxy statement/prospectus contained therein (including all
amendments or supplements to it) because they contain important information.
You can obtain a free copy of the registration statement and the joint proxy statement/prospectus,
as well as other filings containing information about Medco and Express Scripts, at the SECs
Internet site (http://www.sec.gov). You can also obtain copies of Medcos filings, free of charge,
in the Investor Relations portion of the Medco website at http://www.medcohealth.com under the
heading Investors and then under SEC Filings or by directing a request to Investor Relations,
100 Parsons Pond Drive, Franklin Lakes, NJ, 07417, 201-269-3400. Copies of Express Scripts
filings can also be obtained, free of charge, by directing a request to Investor Relations, One
Express Way, Saint Louis, MO, 63121.
Participants in Solicitation
Medco and Express Scripts and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Medco in connection with the
proposed merger. Information about the directors and executive officers of Medco and their
ownership of Medco common stock is set forth in the proxy statement for the Medco 2011 annual
meeting of stockholders, as filed with the SEC on Schedule 14A on April 8, 2011. Information about
the directors and executive officers of Express Scripts and their ownership of Express Scripts
common stock is set forth in the proxy statement for the Express Scripts 2011 annual meeting of
stockholders, as filed with the SEC on Schedule 14A on March 21, 2011, and in the Current Report on
Form 8-K, as filed with the SEC on September 28, 2011. Additional information regarding the
interests of those persons and other persons who may be deemed participants in the proxy
solicitation may be obtained by reading the registration statement and the joint proxy
statement/prospectus contained therein and other relevant documents filed with the SEC. You may
obtain free copies of these documents as described in the preceding paragraph.
Executives update employees on merger progress
With integration planning rapidly advancing and the regulatory review proceeding apace, Medco
and Express Scripts are moving forward with a goal of merging people, cultures and world-class
assets to deliver healthcare that is better, faster and cheaper.
Thats the message delivered in a broadcast to employees hosted by Medco Chairman and CEO Dave
Snow, President and COO Kenny Klepper, General Counsel, Secretary and President Global
Pharmaceutical Strategies Tom Moriarty and Human Resources SVP Karin Princivalle.
Were as bullish on this [merger] as we were when we announced it, said Snow.
The mandate to slash federal spending, the continuing sluggish economy and the uncertainties in the national healthcare reform debate are among the factors validating the combination.
The mandate to slash federal spending, the continuing sluggish economy and the uncertainties in the national healthcare reform debate are among the factors validating the combination.
The best way to stay relevant is to be better, faster and cheaper, Snow said. The combination
with Express Scripts is a better solution because of our scale and technology. It prepares us to
deal with the cost and quality issues that were not fully addressed in
Speaking to employees (left to right): Kenny
Klepper, Karin Princivalle, Dave Snow and Tom
Moriarty.
healthcare reform... We see this as a great strategy to perform well in difficult times.
With a shareholder vote expected no later than January and assuming a positive review by the
Federal Trade Commission, the merger transaction is on schedule to close in the first half of 2012.
Maintaining focus
The four senior Medco leaders underscored the importance of maintaining the companys focus on meeting commitments to clients and patients even as the organization manages continuing activity aimed at securing the
The four senior Medco leaders underscored the importance of maintaining the companys focus on meeting commitments to clients and patients even as the organization manages continuing activity aimed at securing the
(Continued on page 2)
Medco debuts videos as part of diabetes month
According to World Health Organization estimates, approximately one out of 20 people globally
suffers from diabetes. In the U.S., two out of every 25 people have been diagnosed with this
condition. Global leaders recognize the crisis. In September, United Nations conference
representatives called for world governments to establish plans by 2013 to curb the risk factors
behind the four groups of non-communicable diseases cardiovascular diseases, cancers, chronic
respiratory diseases and diabetes. Medco is well ahead of those plans, and as National Diabetes
Month begins, the company will be debuting a major diabetes education awareness campaign.
This campaign is designed to educate individuals about the resources available to them in managing
their condition. The cornerstone of the campaign is three videos featuring prominent individuals in
the diabetes field who
discuss the epidemic and answer tough questions posed by Merri Pendergrass, our national practice
leader for the Diabetes Therapeutic Resource Center®, explained Joan Kennedy (left),
senior vice president, personal health solutions. While we observe diabetes month in November, our
efforts to prevent and control diabetes is a year-round endeavor. The conversations we had are
timeless and, along with other comprehensive diabetes resources, are on Libertys and Medcos
websites for reference and use now and throughout the year.
Being promoted via traditional and social media tools (Facebook and Twitter), the videos feature
discussions with prominent individuals in the diabetes field: Vivian A. Fonseca, MD, FRCP,
TullisTulane Alumni chair in diabetes
(Continued on page 2)
medco extra extra
Medco named to top leadership development list
Leadership Excellence magazine listed Medco and Audrey Goodman, vice president, center for
learning and organizational effectiveness, 50th in its annual ranking of the best 500 leadership
development programs and directors in large organizations.
Said Goodman (left): Im proud to see Medco recognized for our commitment to employee development
and the strength of our development programs. At a time when many companies are cutting back on
training, we have continued to find quality ways to invest in the development of our employees,
maximizing on individual strengths and motivations. Executive leaders have played a key role in
fostering a development culture at Medco.
Over 1,000 organizations were evaluated on seven criteria including, the impact of programs on
stakeholders, the take away value of what is learned, presenter qualifications, measurement and
accountability, and whether the training strategy is linked to the companys vision.
Total gaps in care closed this year
,,
The meter
highlights the year-to-
date total gaps closed by Medco
Specialist Pharmacists on the
phone, via RationalMed and
medco.com. It includes all TRCs but
does not include the therapies
managed by Accredo.
date total gaps closed by Medco
Specialist Pharmacists on the
phone, via RationalMed and
medco.com. It includes all TRCs but
does not include the therapies
managed by Accredo.
© 2011 Medco Health Solutions, Inc. All rights reserved. Medco is a registered trademark of
Medco Health Solutions, Inc.
Executives
update employees on merger progress
(continued)
necessary regulatory approvals and planning for the merger integration.
Klepper noted that teams of Medco and Express Scripts leaders are overseeing 40 separate
integration work streams and meetings have been held in locations nationwide as part of a long-term
planning and implementation scenario.
Some decisions may not be made until mid-2012 and we have schedules that extend through 2013.
Klepper conceded the process understandably creates organizational stress, but he noted that the
due diligence being done by those teams needs to truly identify the best-in-breed people and best
operating practices enabling the merged company to meet its potential.
FTC review
On the regulatory front, Moriarty described the Federal Trade Commissions (FTC) review as a cooperative process, adding that the companies expect to turn over a significant amount of information. On the regulatory review, and the headlines created by those groups voicing concerns about the merger, he added, All this was anticipated... We are in good shape.
On the regulatory front, Moriarty described the Federal Trade Commissions (FTC) review as a cooperative process, adding that the companies expect to turn over a significant amount of information. On the regulatory review, and the headlines created by those groups voicing concerns about the merger, he added, All this was anticipated... We are in good shape.
Being patient and positive
Princivalle asserted that, ultimately, the success of the merger is largely in the hands of Medco people.
Princivalle asserted that, ultimately, the success of the merger is largely in the hands of Medco people.
We can control our approach and attitude. What amazes me about Medco people is our resiliency. We
will come through this as a better and stronger organization weve managed change before and
weve managed it well.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements, as they relate to Medco Health Solutions, Inc. or Express Scripts, Inc., the management of either such company or the transaction, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Medco and Express Scripts undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the pharmacy benefit management and specialty pharmacy industries, and other legal, regulatory and economic developments. We use words such as anticipates, believes, plans, expects, projects, future, intends, may, will, should, could, estimates, predicts, potential, continue, guidance and similar expressions to identify these forward-looking statements. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, the possibility that (1) Medco and Express Scripts may be unable to obtain stockholder or regulatory approvals required for the merger or may be required to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed merger may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of Medco and Express Scripts; (4) the proposed merger may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed merger; and (6) the industry may be subject to future risks that are described in SEC reports filed by Medco and Express Scripts.
This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements, as they relate to Medco Health Solutions, Inc. or Express Scripts, Inc., the management of either such company or the transaction, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Medco and Express Scripts undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the pharmacy benefit management and specialty pharmacy industries, and other legal, regulatory and economic developments. We use words such as anticipates, believes, plans, expects, projects, future, intends, may, will, should, could, estimates, predicts, potential, continue, guidance and similar expressions to identify these forward-looking statements. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, the possibility that (1) Medco and Express Scripts may be unable to obtain stockholder or regulatory approvals required for the merger or may be required to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed merger may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of Medco and Express Scripts; (4) the proposed merger may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed merger; and (6) the industry may be subject to future risks that are described in SEC reports filed by Medco and Express Scripts.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the businesses of Medco and Express
Scripts described in their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and other documents filed from time to time with the SEC.
Additional Information and Where to Find it
Aristotle Holding, Inc., a wholly owned subsidiary of Express Scripts, has filed a registration statement on Form S-4 with the SEC in connection with the proposed merger, which includes a joint proxy statement/prospectus of Medco and Express Scripts. Stockholders are urged to read the registration statement and the joint proxy statement/prospectus contained therein (including all amendments or supplements to it) because they contain important information. You can obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Medco and Express Scripts, at the SECs Internet site (http://www.sec.gov). You can also obtain copies of Medcos filings, free of charge, in the Investor Relations portion of the Medco website at http://www.medcohealth.com under the heading Investors and then under SEC Filings or by directing a request to Investor Relations, 100 Parsons Pond Drive, Franklin Lakes, NJ, 07417, 201-269-3400. Copies of Express Scripts filings can also be obtained, free of charge, by directing a request to Investor Relations, One Express Way, Saint Louis, MO, 63121.
Aristotle Holding, Inc., a wholly owned subsidiary of Express Scripts, has filed a registration statement on Form S-4 with the SEC in connection with the proposed merger, which includes a joint proxy statement/prospectus of Medco and Express Scripts. Stockholders are urged to read the registration statement and the joint proxy statement/prospectus contained therein (including all amendments or supplements to it) because they contain important information. You can obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Medco and Express Scripts, at the SECs Internet site (http://www.sec.gov). You can also obtain copies of Medcos filings, free of charge, in the Investor Relations portion of the Medco website at http://www.medcohealth.com under the heading Investors and then under SEC Filings or by directing a request to Investor Relations, 100 Parsons Pond Drive, Franklin Lakes, NJ, 07417, 201-269-3400. Copies of Express Scripts filings can also be obtained, free of charge, by directing a request to Investor Relations, One Express Way, Saint Louis, MO, 63121.
Participants in Solicitation
Medco and Express Scripts and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Medco in connection with the proposed merger. Information about the directors and executive officers of Medco and their ownership of Medco common stock is set forth in the proxy statement for the Medco 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 8, 2011. Information about the directors and executive officers of Express Scripts and their ownership of Express Scripts common stock is set forth in the proxy statement for the Express Scripts 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 21, 2011 and in the Current Report on Form 8-K, as filed with the SEC on September 28, 2011.
Medco and Express Scripts and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Medco in connection with the proposed merger. Information about the directors and executive officers of Medco and their ownership of Medco common stock is set forth in the proxy statement for the Medco 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 8, 2011. Information about the directors and executive officers of Express Scripts and their ownership of Express Scripts common stock is set forth in the proxy statement for the Express Scripts 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 21, 2011 and in the Current Report on Form 8-K, as filed with the SEC on September 28, 2011.
Additional information regarding the interests of those persons and other persons who may be deemed
participants in the proxy solicitation may be obtained by reading the registration statement and
the joint proxy statement/prospectus contained therein and other relevant documents filed with the
SEC. You may obtain free copies of these documents as described in the preceding paragraph.
Added Snow: We want a merger of our people and cultures thats implicit in what (Express
Scripts CEO) George Paz and I talk about. Being patient and positive will produce the kind of
outcome we want best-in-breed quality in services and people. We have world-class assets that
are part of the constellation of this merger.
Medco
debuts videos as part of diabetes month
(continued)
and professor of medicine and chief of the section of endocrinology at Tulane University Medical Center; Dr. Steven Edelman, professor of medicine in the Division of Endocrinology, Diabetes and Metabolism at the University of California at San Diego (UCSD); and, Dr. Philip Raskin, the editor of the Journal of Diabetes and Its Complications.
and professor of medicine and chief of the section of endocrinology at Tulane University Medical Center; Dr. Steven Edelman, professor of medicine in the Division of Endocrinology, Diabetes and Metabolism at the University of California at San Diego (UCSD); and, Dr. Philip Raskin, the editor of the Journal of Diabetes and Its Complications.
Three conversations, similar themes
If you read about the complications of diabetes, about blindness, about amputations, about kidney failure, it is scary, said Raskin (left). It turns out all those complications can be avoided by proper care of their diabetes.
Among other things, including his own battle with diabetes, Edelman (right) spoke about training and support for patients and their families: We have a whole profession of certified diabetes educators... These are folks who are trained to spend a quality meeting with patients. And they know more about diabetes and the real barriers than anybody else and they have more time... That goes a long way to make their patient much easier to be taken care of.
If you read about the complications of diabetes, about blindness, about amputations, about kidney failure, it is scary, said Raskin (left). It turns out all those complications can be avoided by proper care of their diabetes.
Among other things, including his own battle with diabetes, Edelman (right) spoke about training and support for patients and their families: We have a whole profession of certified diabetes educators... These are folks who are trained to spend a quality meeting with patients. And they know more about diabetes and the real barriers than anybody else and they have more time... That goes a long way to make their patient much easier to be taken care of.
Theres one thing more expensive than taking care of people with diabetes, and thats taking care
of the complications of diabetes, said Fonseca (left). One year of dialysis costs an enormous
amount of money. Weve made the very clear link between good care and preventing these long-term
complications.
Diabetes, being a chronic disease with so many different facets to it, needs a systems approach.
Fonseca continued. You have to have management within a system as opposed to a one-on-one
encounter that you then forget about.
He said that the current system of one doctor managing one patient no longer appears to be the best
solution.
To view the videos visit www.DiabetesMonth.tv, a website that Medco and Liberty created. The videos
will soon be posted to www.medco.com and www.libertymedical.com. Also, on Libertys recently
redesigned website, explore the diabetes health condition center a resource that provides
comprehensive diabetes management information as well as the ability to connect to specialists who
can answer questions.