e425
FILED BY EXPRESS SCRIPTS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: EXPRESS SCRIPTS, INC.,
ARISTOTLE HOLDING, INC. AND MEDCO HEALTH SOLUTIONS, INC.
COMMISSION FILE NO. 0-20199
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FINAL TRANSCRIPT
Nov. 09. 2011 / 2:30PM, ESRX Express Scripts Inc at Credit Suisse Group Healthcare Conference
CORPORATE PARTICIPANTS
David Myers
Express Scripts, Inc. VP-IR
CONFERENCE CALL PARTICIPANTS
Glen Santangelo
Credit Suisse Analyst
PRESENTATION
Glen Santangelo - Credit Suisse Analyst
For our first presentation, were obviously very excited to have Express Scripts here with us.
Representing the Company is head of Investor Relations, David Myers. Obviously, there is a lot
going on with Express Scripts, so there is no shortage of things to talk about. But before we get
started, I just want to remind you that we at Credit Suisse are restricted on Express Scripts, as
we are an adviser in their pending transaction. So, we are a little bit restricted in terms of what
we can say, so when it comes time for Q&A, well rely a little bit more on audience participation,
if thats okay.
The format, we have pretty much about 30 minutes, so depending upon how long the remarks go, maybe
well have time for one, maybe two questions in the room. Otherwise, if we run short on time well
just take them down the hall at the breakout. So, with that, let me turn it over to David. And,
once again, thanks, everyone, for making it up so early.
David Myers - Express Scripts, Inc. VP-IR
Thanks, Glen, and good morning, everyone. For those of you expecting to see Jeff Hall on the stage,
our CFO, as Glen said, we have a lot going on, especially a large transaction that Ill talk about
here shortly, and unfortunately Jeff was called away for other obligations. He does send his
apologies.
For those of you who have followed us over the years, for the last 25 years that weve been in
business, we have always had a lot going on. As this lead slide shows, we never stand still. Over
the last 25 years we have worked hard to tackle waste in healthcare, to drive out waste, improve
health outcomes. We have done this consistently through a model of alignment, that is, as we save
our clients and patients money, we make more money. And saving money, especially in this economy,
is more important than ever, and plan sponsors are increasingly turning to us for help to take
advantage of our tools designed to drive out waste and improve health outcomes.
To that end, we have taken our model to the next level by deploying Consumerology, or the
application of behavioral sciences to healthcare. We try to better understand what drives our
members behavior and put them in a better position to make decisions. So, the ability to manage
trend, drive out waste, improve health, we have created tremendous value for our plan sponsors and
patients over the years because we are aligned. That has translated into good growth for our
stockholders.
Before I can update you further about the Company, I have to say that statements I make today may
be forward-looking and therefore involve risks and uncertainties. For a listing of factors that
could cause actual results to differ can be found in our recent SEC filings. And because we are in
the middle of a transaction, you can see our forward-looking statements and other information has
been expanded. These slides are posted on our website and I invite you to read over the slides at
our leisure.
So, as I said, we have created tremendous value both for our clients and stockholders. It is
because we have innovated and executed. We have reinvented our business over and over again. From
the beginning we looked to tackle inefficiencies, drive out waste, improve health outcomes, and
weve done this over the last 25 years. We started out a quarter century ago mainly focused on
building retail pharmacy networks. Then we innovated, executed. We built formularies, negotiated
rebates, invented
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FINAL TRANSCRIPT
Nov. 09. 2011 / 2:30PM, ESRX Express Scripts Inc at Credit Suisse Group Healthcare Conference
clinical tools such as Step Therapy, prior authorization, brought specialty pharmacy management
into the mix, and well continue to develop solutions for the problems our clients are facing today
and tomorrow, such as nonadherence to drugs.
So, a lot of waste in healthcare, over $400 billion a year is being wasted. So, we have the ability
to manage that waste out in the future. We are excited about the future opportunities in our space.
We have always complemented our strong organic growth over the years with strategic acquisitions
designed to allow us to enter new business segments, offer new products and services, and increase
the scope of our business. We have succeeded because we have always insisted on implementing the
one platform. That is the only way we can ensure consistent excellent service; that is the only way
we can prepare our business for future changes in healthcare, such as Medicare and Medicaid and
healthcare reform.
So, in the past we have been successful integrating. We have always attained the level of synergies
we promised. We have done this without disrupting our clients and members, and we have continued to
grow through every transaction.
We have been able to grow because we focus and deliver what our clients need. Clients in this
economy need their drug trend managed. They want the best tools, they want the best value for their
health plan dollar; they want this done with the best service levels, the most innovative
technologies, and at the lowest price possible. We have been able to deliver lower prices over the
years because weve been able to drive our clients and patients to a mix of lower cost, brands and
generics. Weve been able to improve the distribution channel, moving members to lower costs, more
convenient mail, and weve been better able to manage the specialty drug spend. Weve also been
able to drive price down by negotiating deeper discounts with the supply chain, and that is at the
heart of our discussion about Walgreens, which Ill talk about here shortly.
End of the day, price has always been important, weve always been competitive. Its been
competitive in the past, its going to be competitive in the future. End of the day, once you meet
the price, then it becomes whose business model is best prepared to meet the clients needs? And we
think we are best prepared because of the innovations weve done over the years.
In the past, plan sponsors could choose from two types of programs those that are passive and
those that are mandatory. Passive programs relied on financial incentives to change behavior. We
know financial incentives are quite limited in effectiveness, so these programs are very acceptable
to members because they preserve choice, but not that effective in managing trend.
At the other end of the spectrum, the mandatory programs get you the desired results, they force
behavior, but plan sponsors are reluctant in developing and offering programs that restrictive.
So, what we have is a gap that creates this waste I talked about in America. What you really need
are programs that offer mandatory-like effectiveness with voluntary-like acceptance, and thats why
we fill the gap with Consumerology. We offer solutions that either put the member in the right
position in the first place or make an active choice so they dont procrastinate.
For example, our Select Home Delivery tool requires a choice. You cant procrastinate; you have to
choose between mail and retail. While we have you on line, its easy enough to talk to the patient
not only about the savings and convenience about home delivery, but we also can talk to the patient
and tell them that well do the work; well get the prescription moved.
Other newer programs are the opt-out variety, Select Network, Select Step Therapy. We put the
member in the desired position and they can opt out if its not right for them. For example, we can
put you in a Select Step Therapy program. You can opt out if you want to, but we found most
patients dont opt out; most patients stay in this behavior because they really are aligned with
plan sponsors, trying to save money and trying to improve their health.
So, despite the great track record in the past, despite the opportunity to continue delivering
value in the future, obviously investors this year have been focused on a few short-term issues,
such as Walgreens, the Medco transaction, and the current macroeconomic environment. Ill address
those here shortly.
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FINAL TRANSCRIPT
Nov. 09. 2011 / 2:30PM, ESRX Express Scripts Inc at Credit Suisse Group Healthcare Conference
Also, investors, as they always have in the past, from my 12 years at Express Scripts, investors
have constantly asked what were going do to sustain growth well into the future, so Ill give you
a glimpse of that as well.
So, lets quickly talk about Walgreens. I get calls every day from you guys asking me whats going
on with Walgreens. I honestly dont know. As you know, earlier this spring, after a brief
negotiating period with us, they got up from the table and said negotiations were over, they wont
be in our network next year. Now, negotiations are tough with the supply chain. It always takes
some time and we always come to a win-win compromise, but in this case, instead of taking to us,
and our door has been open for the last several months, they have chosen instead to talk to the
media and talk to you investors many, many occasions.
So, last week or two weeks ago in our earnings release, we were able to really update and give you
a true picture of the facts. And the facts are they are a high cost provider. They have said
publicly they want premium reimbursements, and they want to raise rates in an environment where
were seeing an unprecedented level of generics come to market. And, as other pharmacies are doing,
offering lower prices to take into account the generic mix, they want to raise prices.
In addition, they are going to benefit from inflation. They buy and sell off of AWP. As AWP
inflates, so to their margins inflate. We have always negotiated deeper discounts with the supply
chain to offset a piece of that inflationary gain to give back to our plan sponsors.
We thought this would be a really easy contract to negotiate. We werent asking for changes in
terms or definitions from our current contract, a really standard pharmacy contract; we just wanted
to adjust the rate schedule going forward for the next three years to gain a small piece of their
upside from generics and inflation. But instead they want to raise rates, they want to dictate what
plan designs our clients can use. In this economy, if a client is using an aggressive formulary or
formulary tool, they can veto that client from their network and deny service.
We have also heard over the last several months we are violating our client contracts, we dont
have proper network access. We meet 100% of our client commitments for network access without
Walgreens. Why? Because there is a huge abundance of pharmacies in the country. There are over
60,000 retail pharmacies without Walgreens, or close to 60,000 pharmacies. On average, there is
another pharmacy within a half a mile of Walgreens. In New York City, its even better. The yellow
dots are other network pharmacies, the blue dots are Walgreens and Duane Reades. On average, there
is another pharmacy within 100 feet of Walgreens and Duane Reade.
So, what our clients are saying, and the reason the clients are supporting us, they are unwilling
to pay more money at Walgreens to have the same pills put in the same bottles that they can get
down the street at another pharmacy for a lot lower cost.
So, the bottom line is we have received tremendous support from our clients. As we said on our
earnings call a few weeks ago, we had 97% client retention, which is normal for us. As we talked
about, more than 95% of our volume is going to move forward without Walgreens in the network. Less
than 5% of our client volume will have a Walgreens option, not 25% or 50% or 75% as you have been
told, but less than 5%.The fact is, our clients understand what stands between them and higher retail prices is us negotiating on their behalf, and they are very much
aligned with us.
So, I guess my bottom line takeaway is, next time they knock on your door to negotiate this
contract with you, tell them they should negotiate the contract with us. Thats the only way we can
get to some sort of fair contract. Bottom line is, we prefer them in the network, but its got to
be at the right terms and price.
Moving on to Medco, I really dont want to spend more than a few minutes talking about the
attributes of this transaction. Its clear. When we announced it in July, the stocks moved up, the
transaction was cheered for one that really addresses the nations call for lower drug costs,
better health outcomes. Together with our complementary strengths, we can get prices lowered, we
can come out with better health outcomes.
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FINAL TRANSCRIPT
Nov. 09. 2011 / 2:30PM, ESRX Express Scripts Inc at Credit Suisse Group Healthcare Conference
When you think about our complementary strengths, we are a lot different. We have different
strengths in mail, in clinical, in behavior, in specialty pharmacy. Together, by putting us
together, we can accelerate clinical offerings designed to drive out waste and improve health
outcomes. When you think about our tools across traditional PBM space, across specialty, across
Medicare, and preparing for healthcare reform, I think our tools and services will be
unprecedented.
Again, this drives down cost, this drives out waste, this improves health, and more important, it
also increases shareholder value. $1 billion in net synergies, weve always proven our ability to
integrate, get to the levels of synergies, so I dont really have to dwell on the attributes of the
transaction.
The thing that you guys have focused on over the last few months, since we announced, is the
regulatory approval process. For those of you that know us, you know on one hand we never stand
still, but we also dont go down a path that we dont think were going to get to the finish line.
Before we launched the transaction, we obviously had significant counsel from outside FTC, legal.
We also have been down this process before. When we launched Caremark five years ago, we had gotten
second requests. We fully expected what the second request this time would ask for. We had been
working hard and fast to put together the information and nothing has changed, that we still
believe well close this transaction in the first half of next year.
Its very pro-competitive. This is dealing with sophisticated plan sponsors, and when you look at
the competition, there is significant competition in the PBM market space. There are 7 PBMs that
process more than 150 million claims. There are 12 PBMs that serve more than 5 million members.
Lots of PBMs serving the Fortune 50, lots of PBMs serving the Fortune 500. Many PBMs serving Blue
plans, state plans. We have new competitors emerging United, Optum PBM. When it brings in the
Medco business we will be a large competitor in the marketplace. Other PBMs have spoken recently
about focus on entering all areas of the market including large employers and others. So, we are
confident that we will make it through the regulatory review process and close this transaction in
the time frame we have discussed.
Finally, the last short-term focus has been the macroeconomic environment. We thought this year we
would see a pickup in the economy; we thought we would see a movement back to normal utilization.
Obviously, its not happening. Instead of seeing a growth in claims that we expected this year, we
are seeing lower claims than last year. At the same time, we are investing. We are investing for
our future growth, we are investing to plan integration. We are moving projects out of 2012, doing
them in 2011, so we will have capacity freed up to integrate next year.
Despite the spending, despite the lower claims, were still having a good year. Third quarter
results, earnings up 22%, nearly $1 billion of cash from operations, and an EBITDA per claim up
13%, which is nearly two-thirds of the growth in earnings. We reiterated our strong growth for
2011. And as far as 2012, its too early to provide combined guidance. We obviously havent closed.
Between now and closing, we are not exactly operating as a standalone company, were not doing
share repurchases. We are really spending money to prepare for integration.
And so we are going to guide soon after we close the transaction. However, in our earnings release
last quarter, a few weeks ago, we did provide enough metrics to give you some comfort about the
business. We said about the 97% retention, the volume not moving into Walgreens. We also talked
about the fact that even expecting the economy to remain at this level, were not expecting a
pickup in utilization or in group growth. We had a good selling season, three signature wins, and
were expecting claims growth up to 2% next year, so that should give some comfort that the year is
unfolding okay.
As far as long-term growth, again, Ive been here 12 years and every year investors ask about how
are you going to continue to grow? I guess weve done okay the last 12 years. I remember when I
first started it was about, well, how can you grow if rebates are going away? Then how can you grow
because youve got $4 generics? And how can you grow because of the pricing environment. So, every
year it seems like this year the worry is what are you going to do past 2014 after the generic
wave?
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FINAL TRANSCRIPT
Nov. 09. 2011 / 2:30PM, ESRX Express Scripts Inc at Credit Suisse Group Healthcare Conference
So, as weve done over our 25 years, we have reinvented the business. We really didnt talk much
about generics when I first started. Specialty wasnt even in our vocabulary. And we have continued
to find ways to grow as we drive out waste.
The fact is, yes, were going to get to 80% to 85% generic utilization in the next few years, but
even at that level of generic utilization, brands will still account for about 60% of the drug
spend. Why? Pharma is not going to stand still. They are still going to develop products, they are
still going to put specialty products in the marketplace. Brands will still inflate and plan
sponsors will need to turn to us for help, because without incremental generics coming into the
market to offset these inflationary trends, clients will see trends take off again and dont want
that to happen.
So, take mail. 20% of our claims today, which is ridiculous, in that about 70% of drugs dispensed
are maintenance medications. They could go through the mail. So, we believe mail can grow to 40%,
50% and beyond over the long term, and I think its going to take an improving economy and the
continued rollout of our Consumerology tools, but we think mail will continue to grow well into the
future.
Specialty drugs. Today we only manage half the specialty drugs that go through the pharmacy
benefit, and you can see we still have a ways to go in capturing all of our patients needs. The
other half of the specialty spend goes to the medical side. Not managed well today, a lot of waste,
and were just now rolling out tools to help our clients drive out waste on the medical side.
So, our traditional tools, generics, specialty, mail, have a long way to run. But beyond that were
not standing still. We are looking for other ways to grow well into the future. Biosimilars coming
to market as part of healthcare reform, and our tools will be needed to move patients off of
expensive biotech drugs into the generic counterparts.
E-prescribing has a lot of benefits as more and more doctors e-prescribe. Think of the benefits. We
wont have to call doctors back because we cant read the prescriptions, or we wont have to call
doctors back to get compliance with the formulary. Think of the fact that 25% of prescriptions
written never get filled. We will be able to reach out to physicians and alert them that our
patient isnt taking the medication. Adherence will improve. Think of the opportunity to fill a
mail script, the doctor can send it to our mail pharmacy and we can mail out that prescription
today. First-fill mail becomes a real possibility.
Also, adherence. If we can improve adherence and help our clients drive out the $250 billion of
waste in America, that would be a huge upside for us and our clients. We will do more acquisitions
in the future.
And, finally, we will continue to roll out new products and services. We have a lot of tools used
on the pharmacy side that could be used throughout all of healthcare to drive out waste in other
areas. Now, while were not prepared to roll out some of our strategies, suffice it to say, as
weve done in the past, well continue to roll out tools and services to help our plan sponsors.
So, in conclusion, we really are excited about the near-term opportunities, we are excited about
the long-term opportunities. The transaction with Medco will help meet all of our plan sponsors
needs. We will be better prepared to manage trend, drive better service, offer innovative products,
and drive prices lower to meet our clients demands. Our dispute with Walgreens is
important, we have to stand up and bring our clients lower prices and not let higher prices go
throughout our business.
So, we are very excited, we look forward to keeping you up-to-date on the progress were making on
the Medco acquisition. And with that, I think we have time for one question.
QUESTIONS AND ANSWERS
Unidentified Audience Member
Hey, David, maybe if I could just follow-up on a point that you made regarding the Walgreens issue.
You seem to suggest that the Company feels very comfortable that 95% of the prescriptions will move
forward on January 1. Obviously, we heard a very
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FINAL TRANSCRIPT
Nov. 09. 2011 / 2:30PM, ESRX Express Scripts Inc at Credit Suisse Group Healthcare Conference
conflicting number come out of Walgreens. Im just kind of curious, how did you guys come to that
assessment? How do you know for sure who is going to move forward? And then maybe how would you
reconcile, if possible, what Express Scripts has said versus maybe what Walgreens might have
suggested in their numbers?
David Myers - Express Scripts, Inc. VP-IR
I really dont have to reconcile. Ours is obvious. We have a handful of clients that have the
ability to ask for a specific pharmacy network. A few of them have. We know exactly that over 99.5%
of our clients dont have Walgreens in their network. We know exactly the volume that is contracted
with Walgreens and it is less than 5% of our volume.
So, I know youve heard a lot in the past about were losing all our clients, were not winning.
Youve heard a lot of noise in the marketplace, but we set the record straight last week, or two
weeks ago on our earnings. We are quite confident, and I promise that its less than 5% of our
volume will have a Walgreens in their network.
I will say, too, that a lot of you are wondering what about next years selling season, renewal
season? The fact of the matter is, clients will save money if they move into a slightly more narrow
network. They are going to save money starting January 1, and members will find a new pharmacy on
January 1, if they havent already.
So, if Im a client and I am saving money and my members have found another pharmacy, I think this
hopefully is a tipping point for more and more use of narrow networks. Its not inconvenient, you
can still have a huge amount of pharmacies in your network, you can save money. Patients should be
fine with the abundance of pharmacies.
So, we are hopeful that over the years we have tried to offer narrow networks as a savings
opportunity. Hopefully, this becomes a tipping point and we see more and more of this permeate our
entire client base as a good opportunity to save money. With that, why dont we move into the
breakout room. Thanks very much.
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* * *
FORWARD LOOKING STATEMENTS
Cautionary Note Regarding Forward-Looking Statements
This material may 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
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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; |
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Our failure to anticipate and appropriately adapt to changes in the rapidly changing
health care industry; |
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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; |
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Changes to the healthcare industry designed to manage healthcare costs or alter
healthcare financing practices; |
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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; |
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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; |
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Our failure to effectively execute on strategic transactions, or to integrate or achieve
anticipated benefits from any acquired businesses; |
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The termination, or an unfavorable modification, of our relationship with one or more
key pharmacy providers, or significant changes within the pharmacy provider marketplace; |
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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; |
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Changes in industry pricing benchmarks; |
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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; |
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Our failure to execute on, or other issues arising under, certain key client contracts; |
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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; |
TRANSACTION-RELATED FACTORS
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Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to
consummate the mergers with Medco Health Solutions, Inc. (Medco) on the terms set forth in
the merger agreement; |
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The ability to obtain governmental approvals of the mergers; |
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Uncertainty as to the market value of Express Scripts merger consideration to be paid
and the stock component of the Medco merger consideration; |
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Failure to realize the anticipated benefits of the mergers, including as a result of a
delay in completing the mergers or a delay or difficulty in integrating the businesses of
Express Scripts and Medco; |
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Uncertainty as to the long-term value of Express Scripts Holding Company (currently
known as Aristotle Holding, Inc.) common shares; |
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Limitation on the ability of Express Scripts and Express Scripts Holding Company to
incur new debt in connection with the transaction; |
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The expected amount and timing of cost savings and operating synergies; and |
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Failure to receive the approval of the stockholders of either Express Scripts or Medco
for the mergers. |
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 Medcos most recent reports on Form 10-K and Form 10-Q and
other documents of Express Scripts, Express Scripts Holding Company 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
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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 Express Scripts Holding Company. In connection with the Agreement and Plan of Merger among
Medco, Express Scripts, Express Scripts Holding Company, Plato Merger Sub Inc. and Aristotle Merger
Sub, Inc. (the Merger), Medco, Express Scripts and Express Scripts Holding Company, intend to
file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by
Express Scripts Holding Company 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, EXPRESS SCRIPTS HOLDING COMPANY 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, Express Scripts
Holding Company or Medco with the SEC, may be obtained free of charge at the SECs 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 Avenue
New 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, Express Scripts Holding Company 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 Medcos directors and executive officers is available in Medcos 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 Express Scripts Holding Company will file with the
SEC when it becomes available.
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