WOONSOCKET, RI—In a deal that could reshape the US healthcare sector's delivery model, pharmacy giant CVS Health and insurer Aetna said Sunday they had agreed to merge. The cash-and-stock deal values Aetna at $69 billion and also includes the assumption of $8 billion in debt.
CVS intends to fund the cash portion of the transaction, in which Aetna shareholders will receive $145 per share, through a combination of existing cash on hand and debt financing. Barclays, Goldman Sachs and Bank of America Merrill Lynch are providing $49 billion of financing commitments.
Aetna shareholders will also receive $62 in stock under terms of the agreement announced Sunday. The deal represents a premium of about 29% over where Aetna shares were trading in October before published reports of merger discussions between the two companies.
“This combination brings together the expertise of two great companies to remake the consumer health care experience,” says Larry J. Merlo, president and CEO of CVS. “With the analytics of Aetna and CVS Health's human touch, we will create a healthcare platform built around individuals.”
The platform Merlo envisions will connect Aetna's provider network with greater consumer access through CVS retail locations, which include more than 9,700 CVS Pharmacy locations and 1,100 MinuteClinic walk-in clinics. At many of these locations, an all-new health services offering will function as a community-based health hub, CVS says.
For example, patients with diabetes will receive care in between doctor visits through face-to-face counseling at a store-based health hub, along with remote monitoring of key indicators such as blood glucose levels. CVS cites data showing that there are 30 million diabetes patients in the US, whose treatment costs a combined $245 billion annually.
“These types of interventions are things that the traditional healthcare system could be doing,” Merlo says. But the traditional system “lacks the key elements of convenience and coordination that help to engage consumers in their health. That's what the combination of CVS Health and Aetna will deliver.”
The mergeris expected to close in the second half of 2018. Upon closing, three of Aetna's directors, including chairman and CEO Mark T. Bertolini, will be added to the CVS board. In addition, members of the Aetna management team will play significant roles in the newly combined company. Aetna will operate as a standalone business unit within CVS and will be led by members of its current management team.
Barclays and Goldman Sachs are serving as financial advisors to CVS, and Centerview Partners also provided financial advice to the CVS board. The company was advised on legal matters by Shearman & Sterling LLP; Dechert LLP; and McDermott Will & Emery LLP. Lazard and Allen & Co. LLC are serving as financial advisors to Aetna and Evercore is serving as financial advisor to Aetna's board. Davis Polk & Wardwell LLP is acting as Aetna's legal advisor.
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