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8-K - FORM 8-K - MEDCO HEALTH SOLUTIONS INC | y92236e8vk.htm |
Exhibit 99.1
Transcript: A Message From George Paz, Chairman and CEO of Express Scripts
The cost and quality of healthcare is a great concern to American families. That is why we
truly believe this is the combination the country needs now. We will bring together two of
healthcares most innovative and proven organizations to make prescription medicines safer and more
affordable while improving health outcomes.
When we combine our advanced clinical strategies along with the effectiveness of the
behavioral sciences, we are confident we will accelerate the development of new solutions to drive
down the cost of healthcare. That is why this merger is so important.
The opportunity to merge with Medco allows us to take a proven business model, and apply the
best and the brightest to help our clients accomplish their goal of delivering the best healthcare
at a lower cost. We are very excited about the future and will continue to focus on our business
model of alignment.
We are confident the combined organization will serve consumers better than ever. Our clinical
programs combined with an advanced understanding of human behavior and decision making, something
we call Consumerology, will accelerate results for our clients and patients. America is wasting 403
billion dollars a year related to the pharmacy benefit. The more effective we are in managing out
that waste, the greater the benefit for American families.
What makes a business is its people. We have a very successful track record of allowing the
best and brightest to emerge and make an impact in our organization. This combination will be no
different. We will combine our companies in a thoughtful way to maximize our talent to benefit our
clients and patients.
Let me be clear to all of our employees in the combined organization: you are our future.
Were looking for you to step up and lead.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements, as they relate to Medco Health
Solutions, Inc. or Express Scripts, Inc., the management of either such company or the transaction,
involve risks and uncertainties that may cause results to differ materially from those set forth in
the statements. No forward-looking statement can be guaranteed, and actual results may differ
materially from those projected. Medco and Express Scripts undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or
otherwise. Forward-looking statements are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the business and future financial
results of the pharmacy benefit management and specialty pharmacy industries, and other legal,
regulatory and economic developments. We use words such as anticipates,
believes, plans, expects, projects, future, intends, may, will, should, could,
estimates, predicts, potential, continue, guidance and similar expressions to identify
these forward-looking statements. Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of factors, including, but not
limited to, the possibility that (1) Medco and Express Scripts may be unable to obtain stockholder
or regulatory approvals required for the merger or may be required to accept conditions that could
reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals; (2)
the length of time necessary to consummate the proposed merger may be longer than anticipated; (3)
problems may arise in successfully integrating the businesses of Medco and Express Scripts; (4) the
proposed merger may involve unexpected costs; (5) the businesses may suffer as a result of
uncertainty surrounding the proposed merger; and (6) the industry may be subject to future risks
that are described in SEC reports filed by Medco and Express Scripts.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the businesses of Medco and Express
Scripts described in their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and other documents filed from time to time with the Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the proposed merger, Express Scripts, Inc. will file with the SEC a registration
statement on Form S-4 that will include a joint proxy statement of Medco and Express Scripts, and a
prospectus of Express Scripts, as well as other relevant documents concerning the proposed merger.
Stockholders are urged to read the registration statement and the proxy statement/prospectus
contained therein regarding the merger when they become available and any other relevant documents
as well as any amendments or supplements to those documents, because they will contain important
information.
You will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings
containing information about Medco and Express Scripts, at the SECs Internet site
(http://www.sec.gov). You will also be able to obtain these documents, free of charge, in the
Investor Relations portion of the Medco website at http://www.medcohealth.com under the heading
Investors and then under SEC Filings. Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus can also be
obtained, free of charge, by directing a request to Investor Relations, 100 Parsons Pond Drive,
Franklin Lakes, NJ, 07417, 201-269-3400.
Participants in Solicitation
Medco and Express Scripts and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Medco in connection with the
proposed merger. Information about the directors and executive officers of Medco and their
ownership of Medco common stock is set forth in the proxy statement for the Medco 2011 annual
meeting of stockholders, as filed with the SEC on Schedule 14A on April 8, 2011.
Information about the directors and executive officers of Express Scripts and their ownership of
Express Scripts common stock is set forth in the proxy statement for the Express Scripts 2011
annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 21, 2011.
Additional information regarding the interests of those persons and other persons who may be deemed
participants in the merger may be obtained by reading the proxy statement/prospectus regarding the
proposed merger when it becomes available. You may obtain free copies of this document as described
in the preceding paragraph.