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EX-99.1 - EX-99.1 - MEDCO HEALTH SOLUTIONS INC | y93485exv99w1.htm |
EX-99.2 - EX-99.2 - MEDCO HEALTH SOLUTIONS INC | y93485exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 18, 2011
MEDCO HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-31312 | 22-3461740 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Parsons Pond Drive, Franklin Lakes, NJ | 07417 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: 201-269-3400
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
Beginning
November 18, 2011, Medco Health Solutions, Inc. distributed the following materials,
which are attached hereto and incorporated herein by reference:
| Medco Global E-mail and Medco-Express Scripts Merger Agreement Employee FAQ | ||
| Express Scripts-Medco: A Partnership for Better Patient Outcomes |
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.
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 was
declared effective by the SEC on November 15, 2011. Stockholders are urged to read the registration statement and the
joint proxy statement/prospectus of Medco and Express Scripts contained therein (including all amendments or supplements
to it) because they contain important information.
The joint proxy statement/prospectus is first being mailed or
otherwise delivered to stockholders of Medco on or about November 18, 2011. You can also 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.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits. |
The following exhibits are being filed herewith:
Exhibit No. | Exhibit | |
99.1
|
Medco Global E-mail and Medco-Express Scripts Merger Agreement Employee FAQ | |
99.2
|
Express Scripts-Medco: A Partnership for Better Patient Outcomes |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEDCO HEALTH SOLUTIONS, Inc. |
||||
By: | /s/ Thomas M. Moriarty | |||
Thomas M. Moriarty | ||||
General Counsel, Secretary and President, Global Pharmaceutical Strategies |
||||
Date:
November 18, 2011