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8-K - FORM 8-K - MEDCO HEALTH SOLUTIONS INC | y92331ae8vk.htm |
Exhibit 99.1
A MESSAGE FROM DAVE SNOW
On Monday, August 15 at 1:30 p.m., Tom Moriarty and I will share insights and perspectives on our
proposed merger with Express Scripts via live broadcast to our top 400 leaders. I hope you can
work this into your schedule.
The case for uniting with Express Scripts is compelling but its also complex. I appreciate the
fact that youre on the front lines collecting feedback from your teams and fielding questions.
Although at this early stage in the process all of the questions are not answerable, were
committed to helping you address as many questions and issues as possible. Thats why, in addition
to the regular updates of Frequently Asked Questions that weve been providing on the
Merger Communications Website, the members of the Executive Committee are conducting direct
and regular outreach whenever practical and appropriate. I know there have been several broadcasts
regarding the merger; however, I want to share my personal thoughts on the transaction with you.
The link to the broadcast, which you can access on Monday, is here (we will send out a
reminder on Monday morning along with the proper access code); youll also have the opportunity to
submit your own questions during the presentation via the broadcast site link.
Were writing a new chapter in our companys story and, like all those that came before, this, too,
will involve substantial change. As leaders, our job is to facilitate change because it is only
through this process that we can create a smarter, stronger enterprise for the benefit of our
clients, patients, shareholders and, in turn, our employees.
Not only does our noble cause remain . . . it is bolder and it is broader, and your continuing good
work is more important now than ever. I thank you for stepping up and leading again.
Dave
WHAT: Dave Snow and Tom Moriarty broadcast to leaders
WHEN: Monday, August 15, 2011 1:30-2:30 PM
WHERE: Access the broadcast here (we will send out a reminder on Monday morning along with the proper access code)
WHEN: Monday, August 15, 2011 1:30-2:30 PM
WHERE: Access the broadcast here (we will send out a reminder on Monday morning along with the proper access code)
Cautionary Statement Regarding Forward-Looking Statements
This communication 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 About this Transaction
In connection with the proposed merger, Express Scripts 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 Express Scripts and Medco, 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 Medcos 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.
Express Scripts and Medco 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 a 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 a 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.