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Cigna To Buy Express Scripts For $67 Bln In Cash And Stock

Health insurer Cigna Corp. (CI) has agreed to acquire Express Scripts Holding Company (ESRX) in a cash and stock transaction valued at about $67 billion, including Cigna's assumption of approximately $15 billion in Express Scripts debt, the two companies said Thursday.

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.

The transaction, which is expected to be completed by December 31, 2018, was approved by the board of directors of both companies.

Upon closing of the transaction, Cigna shareholders will own approximately 64 percent of the combined company and Express Scripts shareholders will own approximately 36 percent. The consideration represents an about 31 percent premium to Express Scripts' closing price of $73.42 on March 7, 2018.

Upon closing, the combined company will be led by David Cordani, President and Chief Executive Officer of Cigna, as President and CEO. Tim Wentworth, President and Chief Executive Officer of Express Scripts, 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 noted that the acquisition will deliver first-year double digit earnings per share accretion and also enhance its revenue and earnings growth.

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