Item 7.01 Regulation FD Disclosure
On April 13, 2009, Express Scripts, Inc. (the "Company") announced that it had
entered into a definitive agreement to acquire WellPoint, Inc.'s NextRx
subsidiaries. The press release announcing the agreement is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Excluding transaction costs and amortization of intangibles, the transaction is
expected to be neutral to slightly accretive in 2009 and moderately accretive in
2010. Once the acquisition is fully integrated, the Company expects the
acquisition to generate more than $1 billion of incremental EBITDA.
The purchase price will be paid at closing with a mixture of cash and up to
$1.4 billion of the Company's common stock. The Company has fully-committed debt
financing in place in an amount sufficient to consummate the transaction.
Item 9.01 Financial Statements and Exhibits
(d) The following Exhibits are furnished as part of this report on Form 8-K:
Exhibit 99.1 Press Release, dated April 13, 2009.