Express Scripts Announces Accelerated Share Repurchase Transaction
ST. LOUIS, April 29, 2015 /PRNewswire/ -- Express Scripts Holding Company (Nasdaq: ESRX) announced that it has entered into an accelerated share repurchase (ASR) agreement with Morgan Stanley & Co. LLC. Under the terms of the ASR agreement the Company will receive an aggregate initial delivery of approximately 55.1 million shares of the Company's common stock in exchange for a prepayment of $5.5 billion. The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company's common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement (including a cap on the price paid per share by the Company in the event of a substantial increase in the volume-weighted average price of the Company's common stock during the term of the transaction). At settlement, under certain circumstances, Morgan Stanley may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required to deliver shares of common stock or to make a cash payment, at its election, to Morgan Stanley. The final settlement of the transaction under the ASR agreement is expected to occur by the end of the second quarter of 2016 but may be accelerated at the option of Morgan Stanley to a date as early as the first quarter of 2016.
About Express Scripts
Express Scripts manages more than one billion prescriptions each year for tens of millions of patients. On behalf of our clients – employers, health plans, unions and government health programs – we make use of prescription drugs safer and more affordable. Express Scripts uniquely combines three capabilities – behavioral sciences, clinical specialization and actionable data – to create Health Decision Science®, our innovative approach to help individuals make the best benefit choices, drug choices, pharmacy choices and health choices. Better decisions mean healthier outcomes.
Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery, specialty benefit management, benefit-design consultation, drug-utilization review, formulary management, and medical and drug data analysis services. The company also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.
For more information, visit Lab.Express-Scripts.com or follow @ExpressScripts on Twitter.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements, including, but not limited to, statements related to the Company's plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in Part I, Item 2 – "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on April 28, 2015, and Item 1A – "Risk Factors" in the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2015. A copy of this document can be found at the Investor Information section of Express Scripts' web site at http://www.express-scripts.com/corporate.
We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
SOURCE Express Scripts Holding Company
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