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| ESRX > SEC Filings for ESRX > Form 8-K on 10-May-2012 | All Recent SEC Filings |
10-May-2012
Regulation FD Disclosure, Financial Statements and Exhibits
On April 2, 2012, pursuant to the Agreement and Plan of Merger dated as of July 20, 2011, as amended on November 7, 2011 (the "Merger Agreement"), by and among the Express Scripts Holding Company ("Express Scripts" or the "Parent"), Express Scripts, Inc. ("ESI"), Medco Health Solutions, Inc. ("Medco"), Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., each of ESI and Medco became wholly owned subsidiaries of Express Scripts. Medco is an acquiree for accounting and financial reporting purposes.
This Current Report on Form 8-K includes Medco's consolidated historical financial statements for the first quarter of fiscal 2012, which are attached hereto as Exhibit 99.1 and incorporated herein by reference. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(d) Exhibits
Exhibit
Number Description of Exhibit
99.1 Unaudited condensed consolidated balance sheets of Medco Health
Solutions, Inc. as of March 31, 2012 and December 31, 2011, the
unaudited condensed consolidated statements of income, comprehensive
income and cash flows of Medco Health Solutions, Inc. for the
quarterly periods ended March 31, 2012 and March 26, 2011 and the
unaudited condensed consolidated statement of stockholders' equity of
Medco Health Solutions, Inc. for the quarterly period ended March 31,
2012.
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