US health insurer Cigna has agreed a deal to acquire pharmacy benefit manager Express Scripts in a cash and stock transaction valued at approximately $67bn.
This includes Cigna’s assumption of approximately $15bn in Express Scripts debt. Upon closing of the transaction, Cigna shareholders will own approximately 64% of the combined company and Express Scripts shareholders will own approximately 36%.
Commenting on the deal, David M. Cordani, president and Cigna CEO said: “Together, we will create an expanded portfolio of health services, delivering greater consumer choice, closer alignment between the customer and health care provider, and more personalized value. This combination will create significant benefits to society and differentiated shareholder value.”
Wentworth, president and CEO of Express Scripts said: “Together, our two organisations will help make the healthiest choices the easiest choices, putting health and pharmacy services within reach of everyone we serve.
“Adding our company’s leadership in pharmacy and medical benefit management, technology-powered clinical solutions, and specialized patient care model to Cigna’s track record of delivering value through innovation, we are positioned to transform healthcare.”
The combined company will be named Cigna. Cigna’s headquarters in Bloomfield, Connecticut, will become the headquarters for the combined company, and Express Scripts will be headquartered in St. Louis, Missouri.
At closing, the combined company will make an incremental investment of $200m in its charitable foundation, to support the communities in which it operates, and with the continued focus on improving societal health.
The merger consideration will consist of $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share. The transaction was approved by the board of directors of each company.
Morgan Stanley & Co. LLC is acting as sole financial advisor and provided a fairness opinion to the Cigna Board of Directors, Wachtell, Lipton, Rosen & Katz is serving as legal counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as regulatory counsel to Cigna.
Centerview Partners LLC and Lazard Frères & Co. LLC are acting as financial advisors, Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel and Holland & Knight LLP is serving as regulatory counsel to Express Scripts.