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Analysis

WellCare to Buy Aetna's Part D Plans Ahead of CVS Deal

By Steven Porter  
   September 27, 2018

The arrangement aims to advance, and is contingent upon, regulatory review of the CVS-Aetna merger.

When the clock strikes midnight on New Year's Eve, ownership of Aetna's standalone Medicare Part D prescription drug plans will transfer to WellCare Health Plans under the terms of an agreement disclosed Thursday morning to federal regulators.

Aetna is shedding its Part D business in pursuit of a megamerger with CVS Health, so the closing of Aetna's newly announced deal with WellCare is subject to the closing of Aetna's long-planned deal with CVS and all the regulatory approvals and customary closing conditions that come with it, the companies said in filings to the Securities and Exchange Commission.

Although a similar merger between insurer Cigna and pharmacy benefit manager Express Scripts secured a sign-off earlier this month from Department of Justice antitrust regulators, the CVS-Aetna deal is still awaiting DOJ approval. Some industry stakeholders—including the American Medical Association, California's insurance commissioner, and New York State's financial services superintendent—have objected to the CVS-Aetna deal, citing concerns it could reduce competition among Part D plans.

"Economic studies have shown that increased market concentration and reduced competition for Part D plans will likely result in higher premiums," Maria T. Vullo, superintendent of the New York State Department of Financial Services, wrote in a letter this month to the Connecticut Insurance Department.

"Research also indicates that Medicare enrollees tend to stick with their original plan of choice, even when there are relatively large premiums increases," Vullo continued. "Armed with this consumer behavior knowledge and its large market share, post-merger CVS-Aetna would not have much incentive to lower insurance premiums or drug prices, or to pass on its PBM rebates to consumers."

For its part, CVS has held that its Aetna acquisition would not harm competition. Rather than leading to further concentration in the market, it would make the healthcare system more efficient, a CVS spokesperson told HealthLeaders last month.

In addition to DOJ review, the companies continue to work with a number of state authorities who must sign off on the deal.

Aetna, CVS, and WellCare listed several noteworthy facts in their SEC filings Thursday:

  • There were about 2.2 million members on Aetna's Part D plans as of June 30.
     
  • Aetna will continue providing administrative services for the Part D business through 2019, a full year after WellCare takes them over. Accordingly, Aetna will retain the financial risk.
     
  • WellCare plans to pay an undisclosed amount of cash for the deal. CVS and Aetna said the purchase price is "not material" to Aetna's business.
     
  • WellCare expects $0 in revenue from Aetna's Part D plans until 2020.
     
  • CVS and Aetna each said they believe the divestiture to WellCare to be "a significant step toward completing the DOJ's review" of the CVS-Aetna deal.
     
  • CVS said it expects the merger with Aetna to close early in the fourth quarter this year. Aetna said its expectations on the timing of the closing "remain unchanged."

This news comes after WellCare completed a $2.5 billion acquisition of Meridian Health, a PBM, earlier this month.

Steven Porter is editor at HealthLeaders.


KEY TAKEAWAYS

Stakeholders had raised concerns that the CVS-Aetna deal could reduce competition among Part D plans.

Aetna plans to transfer its Part D business to WellCare at the end of the year, but Aetna will retain financial risk and administrative duties.

All of this is contingent upon regulatory review by state and federal authorities.


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