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Express Scripts Urges Stockholders to Vote for Cigna Merger

Analysis  |  By Gregory A. Freeman  
   August 20, 2018

Analysts say the deal makes sense, and the PBM board of directors agrees.

The pharmacy benefits manager Express Scripts is calling on its stockholders to vote yes for the proposed merger with Cigna, with the PBM's board of directors unanimously voting in favor of the deal.

Express Scripts has called a special meeting on August 24 to address the proposed $54 billion purchase by Cigna.

The deal recently was endorsed by two independent analysts, prompting Cigna investor Carl Icahn to drop his previous opposition. Before the favorable analyses, Icahn had urged Cigna stockholders to vote against what he called a "$60 billion folly."

A third independent analysis also supported the terms of the deal.

These are other details about the proposed deal:

  • For each share of Express Scripts stock, investors would receive $48.75 and 0.2434 shares of stock in the combined company, according to a recent filing with the Securities and Exchange Commission.
  • Upon closing of the transaction, Cigna stockholders will own approximately 64% of the combined company and Express Scripts stockholders will own approximately 36%.
  • The transaction is expected to be completed by the end of the year.

"Express Scripts' Board of Directors unanimously recommends that Express Scripts' stockholders vote 'FOR' the adoption of the merger agreement with Cigna," the PBM wrote in a statement to stockholders. "In addition to the Board's recommendation, Express Scripts notes that three leading independent proxy advisory firms Institutional Shareholder Services Inc., Glass, Lewis & Co., LLC and Egan-Jones Proxy Services have recommended that stockholders vote 'FOR' the transaction."

Gregory A. Freeman is a contributing writer for HealthLeaders.

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