Humana, WellCare dive after Cigna buys Express Scripts

Humana, WellCare fall Cigna agrees to buy Express Scripts for $67B

Cigna to acquire Express Scripts for $67B. Stockwinners
Cigna to acquire Express Scripts for $67B. 

Shares of Humana (HUM) and WellCare (WCG) are in the red after Cigna (CI) announced that it has agreed to acquire Express Scripts (ESRX) in a cash and stock transaction valued at about $67B.

Commenting on the news, Piper Jaffray argued that the deal makes it less likely in the near-term that Cigna would buy a Medicaid or Medicare Advantage plan.

EXPRESS SCRIPTS ACQUISITION:

Cigna and Express Scripts announced that they have entered into a definitive agreement whereby Cigna will acquire Express Scripts in a cash and stock transaction valued at approximately $67B, including Cigna’s assumption of approximately $15B in Express Scripts debt. The merger consideration will consist of $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share.

Upon closing of the transaction, Cigna shareholders will own approximately 64% of the combined company and Express Scripts shareholders will own approximately 36%. Upon closing, the combined company will be led by David Cordani as President and CEO. Tim Wentworth will assume the role of President, Express Scripts.

igna to acquire Express Scripts for $67B. Stockwinners
Express Scripts sold for $67B

MEDICAID, MA DEAL LESS LIKELY

Piper Jaffray analyst Sarah #James told investors that she does not foresee any issues with approval, even though a Cigna/Express Scripts combination would increase annual script volume to 848M, making it the third-largest pharmacy benefit manager.

However, the analyst noted that she does not expect Cigna’s script volume to transition over to a combined company until 2023 when its contract with UnitedHealth’s (UNH) OptumRx ends.

Nonetheless, James argued the deal makes it less likely that Cigna will buy a Medicaid or Medicare Advantage plan near-term, consistent with management’s softened language around using M&A to win long-term services and supports, or LTSS, contracts.

Two names that have been seen as potential targets in the sector are Humana and WellCare.

 Humana, WellCare dip after Cigna agrees to buy Express Scripts. Stockwinners
Humana, WellCare dip after Cigna buys Express Scripts 

WHAT’S NOTABLE:

Some Wall Street analysts had previously seen Cigna as a potential takeover target for Amazon (AMZN) as they speculated what the next step would be for the e-commerce giant, especially following its health care venture with Berkshire Hathaway (BRK.A., BRK.B) and JPMorgan (JPM).

 Humana, WellCare dip after Cigna agrees to buy Express Scripts. Stockwinners
Humana, WellCare dip after Cigna agrees to buy Express Scripts

PRICE ACTION

In Thursday’s trading, shares of Cigna have plunged about 9.5% to $175.90, while Express Script’s stock has gained over 11% to $81.63.

Shares of Humana are fractionally down to $272.27, and WellCare’s stock has slipped almost 1% to $193.03.


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Express Scripts sold for $67 billion

Cigna to acquire Express Scripts in cash, stock transaction for $67B

igna to acquire Express Scripts for $67B. Stockwinners
Cigna to acquire Express Scripts for $67B. 

Cigna (CI) and Express Scripts (ESRX) announced that they have entered into a definitive agreement whereby Cigna will acquire Express Scripts in a cash and stock transaction valued at approximately $67B, including Cigna’s assumption of approximately $15B in Express Scripts debt.

The merger consideration will consist of $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share.

Cigna to acquire Express Scripts for $67B. Stockwinners
Cigna to acquire Express Scripts for $67B. Stockwinners

The transaction was approved by the board of directors of each company. Under the terms of the definitive agreement, the transaction consideration will consist of $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share, or $54 billion in the aggregate.

Upon closing of the transaction, Cigna shareholders will own approximately 64% of the combined company and Express Scripts shareholders will own approximately 36%.

The consideration represents an approximately 31% premium to Express Scripts’ closing price of $73.42 on March 7, 2018.

Upon closing, the combined company will be led by David M. Cordani as President and CEO. Tim Wentworth will assume the role of President, Express Scripts.

The combined company’s board will be expanded to 13 directors, including four independent members of the Express Scripts board.

The combined company will be named Cigna.

Cigna’s headquarters in Bloomfield, Connecticut, will become the headquarters for the combined company, and Express Scripts will be headquartered in St. Louis, Missouri.

At closing, the combined company will make an incremental investment of $200 million in its charitable foundation, to support the communities in which it operates, and with the continued focus on improving societal health.

Cigna intends to fund the cash portion of the transaction consideration through a combination of cash on hand, assumed Express Scripts debt and new debt issuance and Cigna has obtained fully committed debt financing from Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

The transaction is not subject to a financing condition.

Upon completion of the transaction, Cigna is expected to have debt of approximately $41.1 billion.

Cigna expects to have a debt-to-capitalization ratio of approximately 49% following the acquisition, and aims to achieve a ratio in the 30’s within 18 to 24 months after the transaction closes. Cigna expects to maintain its investment grade ratings.

The transaction, which is expected to be completed by December 31, 2018, is subject to the approval of Cigna and Express Scripts shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

Until the closing, Cigna and Express Scripts will continue to operate as independent companies.


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House Republicans sign letter expressing ‘deep concern’ over Trump tariffs

House Republicans sign letter expressing ‘deep concern’ over Trump tariffs

divided-gop over Trump tariff, Stockwinners
GOP divided over Trump tariffs,

Over 100 House Republicans have signed a letter to the White House expressing “deep concern” over potential tariffs on aluminum and steel imports.

divided-gop over Trump tariff, Stockwinners
GOP divided over Trump tariffs,

Representative Kevin Brady, a Republican from Texas and chairman of the House Ways and Means Committee, wrote in the letter that, while the GOP lawmakers “support” President Trump’s “resolve to address distortions caused by China’s unfair practices,” they urge him to “reconsider the idea of broad tariffs to avoid unintended negative consequences to the U.S. economy and its workers.”

The letter says that “key elements” are required to minimize any negative consequences associated with the proposed tariffs, namely that any relief should be “narrow” and that a robust exclusion process should be announced at the outset that allows U.S. companies to petition for and promptly obtain duty-free access for imports that are unavailable from U.S. sources or otherwise present extenuating circumstances.

In addition, the lawmakers believe that existing contracts to purchase aluminum or steel should be “grandfathered to allow duty-free imports and avoid disrupting the operations and finances of projects that are already budgeted and underway.”

Lastly, the letter says that the effects of this remedy on the U.S. economy should be “reviewed and reconsidered” on a short-term basis to determine if another approach would be better. Publicly traded metal producers include U.S. Steel (X), Century Aluminum (CENX), Alcoa (AA), and AK Steel (AKS).


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