News & Events

The Firm is representing J.P. Morgan Securities LLC as financial advisor to Medco Health Solutions, Inc. (“Medco”) in its merger agreement with Express Scripts, Inc. (“Express Scripts”).  The transaction will create a new holding company to be named Express Scripts Holding Company, and will be effected through the merger of a subsidiary of the new holding company with Medco and the merger of a second subsidiary of the new holding company with Express Scripts.  Pursuant to the merger agreement,  Medco’s shareholders will receive $28.80 in cash and 0.81 shares of common stock of the new holding company for each share of Medco common stock they own upon closing of the transaction. Based on the closing price of Express Scripts stock on July 20, 2011, the total value per share to Medco’s shareholders of the cash and stock to be received would have been $71.36 per share, representing a premium to Medco’s shareholders of approximately 28% over Medco’s closing share price on July 20, 2011.  Pursuant to the merger agreement, Express Scripts’ shareholders will receive one share of common stock of the new holding company for each share of Express Scripts common stock they own upon closing of the transaction.  Based on the companies’ public announcement, upon closing of the transaction Express Scripts’ shareholders are expected to own approximately 59% of the combined company and Medco’s shareholders are expected to own approximately 41%.  

The companies have stated that the transaction will combine the expertise of two complementary pharmacy benefit managers (“PBMs”) to accelerate efforts to lower the cost of prescription drugs and improve the quality of care for Americans.

The merger is subject to regulatory clearance and Express Scripts’ and Medco’s shareholder approvals and other customary closing conditions. According to the companies’ public announcement, the transaction is expected to close in the first half of 2012.

Medco is listed on the NYSE under the symbol “MHS” and Express Scripts is listed on NASDAQ under the symbol “ESRX.”

The Simpson Thacher team working on this transaction includes Rob Spatt and Alfredo Porretti, with assistance from Patrick Ryan and Jessica Tuchinsky.