-- Strategic Acquisition Creates Premier Provider of Diabetes Care Services With 3.8 Million Patients Under Treatment -- Diabetes Patients Represent 5 Percent of Population; 15 Percent of Drug Spending -- Transaction Expected to be Slightly Accretive to Medco Shareholders in 2008
FRANKLIN LAKES, N.J. and WAKEFIELD, Mass., Aug 28, 2007 /PRNewswire via COMTEX News Network/ -- Medco
Health Solutions, Inc. (NYSE: MHS), and PolyMedica Corporation (Nasdaq: PLMD)
today announced a definitive agreement under which Medco will acquire
PolyMedica in an all-cash transaction valued at $53 per share, or $1.5
billion. The combination of America's leading advanced pharmacy practice with
the leading source for diabetes services and supplies creates the nation's
premier provider of comprehensive diabetes care and treatment.
An estimated 17 million Americans are currently treated for diabetes, with
more than 1 million patients diagnosed each year; an additional 7 million are
estimated as undiagnosed. Diabetes care represents one of the fastest-growing
segments of health care in a market estimated at more than $25 billion a year.
These patients represent 5 percent of the population but account for more than
15 percent of total drug spending - creating an imperative for advanced
clinical supervision and enlightened drug-trend management. With spending
increasing by 14.5 percent annually, diabetes treatments by 2009 are expected
to overtake cholesterol medicines as the fastest-growing therapeutic category.
"PolyMedica has developed a deep expertise and focus in diabetes care and,
through the Liberty brand, excels at attracting seniors to their high-value
mail-order pharmacy," said David B. Snow Jr., Medco chairman and chief
executive officer. "We will continue to invest strategically in capabilities
supporting our Therapeutic Resource Centers(R) - which deliver both clinical
and financial benefits to our clients and members, and differentiate Medco in
the marketplace."
Patrick T. Ryan, PolyMedica chief executive officer, added: "Combining
Medco's clinical care solutions with our patient-centric service model enables
us to deliver a gold standard of care to patients with diabetes. After
doubling our business in the past three years, this provides PolyMedica with
the resources to take our service model to the next level. There is a natural
cultural fit between our organizations driven by an unwavering commitment to
clinical excellence and customer service."
Medco currently manages more than $6.5 billion in drug spending related to
its 2.8 million patients under treatment for diabetes. The PolyMedica
acquisition brings 1 million members under care and creates the nation's most
advanced large-scale practice focused on diabetes-related pharmacy care. Snow
said Medco's shareholders will benefit from incremental earnings growth as a
result of the transaction, which is expected to be slightly accretive in 2008.
Through its industry-leading direct-to-consumer television and multimedia
campaign under the Liberty brand, PolyMedica has enhanced its reputation for a
specialized high-touch, patient-centric model. "We expect PolyMedica's brand
strength and media profile to prove an important asset to support Medco's
growing Medicare and direct-to-consumer initiatives," Snow said.
PolyMedica will retain its successful patient engagement and service
model, Liberty brand, culture and focus, while providing an integrated and
complementary set of services and solutions in support of Medco's Therapeutic
Resource Center for diabetes care.
Medco and PolyMedica began collaborating in 2006. Currently, Medco
fulfills more than 50,000 prescriptions per week for PolyMedica's patients.
Earlier this year, PolyMedica began providing Medicare Part B administration
services and supplies to certain Medco clients.
"It quickly became apparent through our collaboration that PolyMedica's
senior team had built a strong business with complementary strengths. We
value their experience and continued leadership," Snow said.
The transaction has been unanimously approved by the boards of directors
of both companies, and is subject to the approval of PolyMedica shareholders
and other customary closing conditions. The transaction is expected to close
late this year.
Lazard served as Medco's financial advisor and Sullivan & Cromwell LLP
acted as Medco's primary external legal counsel; Deutsche Bank Securities Inc.
represented PolyMedica in the transaction and Weil, Gotshal & Manges LLP acted
as PolyMedica's legal counsel.
Conference Call
Management from both companies will host a conference call to review the
transaction on Tuesday, Aug. 28, 2007 at 8:30 a.m. (EST).
To access the live conference call via telephone:
Dial in: (800) 949-5383 from inside the U.S. or (706) 679-3440 from
outside the U.S.
To access the live webcast:
Please visit www.medco.com/investor.
A replay of the call will be available from Aug. 28, 2007 through Sept.
11, 2007. Dial in: (800) 642-1687 from inside the U.S., or (706) 645-9291
from outside the U.S.
Please use passcode # 14905533
About Medco
Medco Health Solutions, Inc. (NYSE: MHS) is the nation's leading pharmacy
benefit manager based on its 2006 total net revenues of more than $42 billion.
Medco's prescription drug benefit programs are designed to drive down the cost
of pharmacy health care for private and public employers, health plans, labor
unions and government agencies of all sizes, and for individuals served by the
Medicare Part D Prescription Drug Program. Medco's technologically advanced
mail-order pharmacies and award-winning Internet pharmacy have been recognized
for setting new industry benchmarks for pharmacy dispensing quality. Medco
serves the needs of patients with complex conditions requiring sophisticated
treatment through its specialty pharmacy operation, which became the nation's
largest with the 2005 acquisition of Accredo Health, Incorporated. Medco is
the highest-ranked independent pharmacy benefit manager on the 2007 Fortune
500 list. On the Net: http://www.medco.com.
About PolyMedica
For more than a decade, PolyMedica Corporation has been the nation's
largest provider of blood glucose testing supplies and related services to
people with diabetes and today serves more than 957,000 active diabetes
patients. The company also offers a full service pharmacy to meet patients'
medication needs and provides patient education to help its patients better
manage their health conditions. Through proactive patient outreach, convenient
home delivery and administrative support, PolyMedica makes it simple for
patients to obtain the supplies and medications they need, while encouraging
compliance with physicians' orders. PolyMedica has more than 2,200 employees
based at locations in Wakefield, Mass., Port St. Lucie, Fla., Salem, Va. and
Portland, Maine. More information about PolyMedica can be found on the
company's website at www.polymedica.com.
Safe Harbor Statement
This news release contains statements that constitute forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include statements
regarding benefits of the proposed transaction, expected synergies,
anticipated future financial and operating performance and results. These
statements are based on the current expectations of management of both
companies. There are a number of risks and uncertainties that could cause
actual results to differ materially. For example, the companies may be unable
to obtain stockholder or regulatory approvals required for the transaction;
problems may arise in successfully integrating the businesses of the two
companies; the transaction may involve unexpected costs; the combined company
may be unable to achieve cost-cutting synergies; the businesses may suffer as
a result of uncertainty surrounding the transaction; and the industry may be
subject to future regulatory or legislative actions. Other unknown or
unpredictable factors also could have material adverse effects on future
results, performance or achievements of the two companies. As required by SEC
rules, we have posted this document, including certain supplemental
information, on the Investor Relation's section of www.medco.com. Medco and
PolyMedica actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of factors,
including factors discussed in "Risk Factors" in Medco's and PolyMedica's
Annual Report or Form 10-K for the most recently ended fiscal year and Medco's
and PolyMedica's other filings with the SEC, which are available at
http://www.sec.gov.
Additional Information and Where to Find It
This news release may be deemed to be solicitation material in respect of
the proposed acquisition of PolyMedica by Medco. In connection with the
proposed acquisition, Medco and PolyMedica intend to file relevant materials
with the SEC, including PolyMedica's proxy statement on Schedule 14A.
SHAREHOLDERS OF POLYMEDICA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING POLYMEDICA'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain the documents free of charge at the SEC's web
site, http://www.sec.gov, and PolyMedica shareholders will receive information
at an appropriate time on how to obtain transaction-related documents for free
from PolyMedica. Such documents are not currently available.
Medco and its directors and executive officers, and PolyMedica and its
directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of PolyMedica common stock in respect
of the proposed transaction. Information about the directors and executive
officers of Medco is set forth in its proxy statement for its 2007 Annual
Meeting of Shareholders, which was filed with the SEC on April 16, 2007.
Information about the directors and executive officers of PolyMedica is set
forth in its proxy statement for its 2007 Annual Meeting of Shareholders,
which was filed with the SEC on July 27, 2007. Investors may obtain additional
information regarding the interest of such participants by reading the proxy
statement regarding the acquisition when it becomes available.
Table
Selected Information
(Unaudited)
(In millions, except for per-share data)
12 Months Ended December 30, 2006 MEDCO
Net Revenues $42,543.7
Net Income $630.2
Weighted average shares outstanding - diluted 301.6
GAAP Earnings per share - diluted $2.09
12 Months Ended March 31, 2007 POLYMEDICA
Net Revenues $675.5
Net Income $33.7
Weighted average shares outstanding - diluted 23.4
GAAP Earnings per share - diluted $1.44
A combination of this financial information is not indicative of what our
results would have been if we had been operating as a combined entity during
the period presented.
SOURCE Medco Health Solutions, Inc.
http://www.medco.com