FILED BY EXPRESS SCRIPTS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: EXPRESS SCRIPTS, INC.,
ARISTOTLE HOLDING, INC. AND MEDCO HEALTH SOLUTIONS, INC.
COMMISSION FILE NO. 0-20199
[The following statements were provided to Politico in connection with advertisements that will be published from October 31, 2011 through November 4, 2011.]
**You know what’s really scary? The rising cost of prescription medicines. Express Scripts and Medco help make medicines safer and more affordable. No tricks, just hard work and innovation. Learn more: www.betterrxcare.com**
**At no time in the history of American healthcare has there been a greater need for innovation. By working together, Express Scripts and Medco can accelerate their complementary abilities to improve healthcare. Moving forward as one company, we’ll continue doing what’s right for patients. Find out how at www.betterrxcare.com **
** A recent study shows that pharmacy benefit managers are expected to lower drug costs by $2 trillion over the next decade. The merger of Express Scripts and Medco will accelerate the trend. Learn more: www.betterrxcare.com **
** As a combined company, Express Scripts and Medco will collaborate with healthcare professionals to further improve healthcare beyond what either can do on its own. The merger will accelerate our ability to address inefficiencies and better protect working families from the rising costs of prescription drugs. Find out how at: www.betterrxcare.com **
** Personalized service. 24/7 availability. Medicines you need at prices you can afford. The convenience of home delivery, with care provided by expert pharmacists. Get to know Express Scripts and Medco: www.betterrxcare.com. **
** Behind the bricks and mortar, behind the state-of-the-art technology, are dedicated pharmacists who hold as their highest priority the health outcomes of our members. Express Scripts and Medco employ more than 4,000 pharmacists who play a central role in our commitment to helping you get your medicines safely and affordably. Our pharmacies are managed by professional pharmacists who are dedicated to delivering safe medicines at affordable prices to you at home. Learn more about what Express Scripts and Medco can do together at www.betterrxcare.com **
** Express Scripts and Medco — and the more than 4,000 pharmacists we employ — are committed to delivering safe, affordable medicines to American families. To learn more, visit: www.betterrxcare.com. **
** Express Scripts and Medco have a long, well-established history of working with pharmacies and pharmacists to deliver healthcare. After all, we have more than 4,000 pharmacists on staff, so we
understand what they need in order to do their jobs well. Our payment processing systems give pharmacists more time to spend counseling patients instead of filling out forms. For smaller pharmacies, finding out whether a prescription was covered used to take weeks, or even months. Our instant adjudication systems remove the uncertainty and risk. When pharmacists are limited to the information in their own systems and what patients share about their therapies, costly medication errors can occur. We notify pharmacists of harmful interactions and other clinical criteria that assist them in practicing pharmacy. Find out more at: www.betterrxcare.com **
** The right merger. The right time. The right benefits. Express Scripts and Medco help make medicine safer and more affordable. Learn more: www.betterrxcare.com **
** Pharmacy benefit managers like Express Scripts and Medco are part of the solution to America’s healthcare challenge. We drive out wasteful spending with multiple programs that eliminate billions in unnecessary healthcare costs. We make medicines more affordable for consumers, offering average savings of 27% on branded medications and 53% on generic drugs. Our proven clinical and patient engagement programs help patients be more adherent to medicines, improving their health outcomes. We’re applying advanced technologies so that we have fewer prescription errors. Find out more about how we’re helping save money and help people live better lives: www.betterrxcare.com **
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FORWARD LOOKING STATEMENTS
Cautionary Note Regarding Forward-Looking Statements
This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following:
STANDARD OPERATING FACTORS
| • | Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients while maintaining our margins, to differentiate our products and |
| services from others in the marketplace, and to develop and cross sell new products and services to our existing clients; |
| • | Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry; |
| • | Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in order to comply; |
| • | Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices; |
| • | Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to otherwise execute on our strategies related to Medicare Part D; |
| • | A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors, or a significant failure or disruption in service within our operations or the operations of such vendors; |
| • | Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired businesses; |
| • | The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or significant changes within the pharmacy provider marketplace; |
| • | The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers, or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers; |
| • | Changes in industry pricing benchmarks; |
| • | Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings; |
| • | Our failure to execute on, or other issues arising under, certain key client contracts; |
| • | The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or to manage succession and retention for our Chief Executive Officer or other key executives; |
TRANSACTION-RELATED FACTORS
| • | Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the mergers with Medco Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement; |
| • | The ability to obtain governmental approvals of the mergers; |
| • | Uncertainty as to the market value of Express Scripts merger consideration to be paid and the stock component of the Medco merger consideration; |
| • | Failure to realize the anticipated benefits of the mergers, including as a result of a delay in completing the mergers or a delay or difficulty in integrating the businesses of Express Scripts and Medco; |
| • | Uncertainty as to the long-term value of Express Scripts Holding Company (currently known as Aristotle Holding, Inc.) common shares; |
| • | Limitation on the ability of Express Scripts and Express Scripts Holding Company to incur new debt in connection with the transaction; |
| • | The expected amount and timing of cost savings and operating synergies; and |
| • | Failure to receive the approval of the stockholders of either Express Scripts or Medco for the mergers. |
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent reports on Form 10-K and Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q and other documents of Express Scripts, Express Scripts Holding Company and Medco on file with the Securities and Exchange Commission (“SEC”). Any forward-looking statements made in this material are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Express Scripts Holding Company. In connection with the Agreement and Plan of Merger among Medco, Express Scripts, Express Scripts Holding Company, Plato Merger Sub Inc. and Aristotle Merger Sub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts Holding Company, intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by Express Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THE MERGER. The Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any other documents filed by Express Scripts, Express Scripts Holding Company or Medco with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by directing a written request to:
Mackenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION
Express Scripts, Express Scripts Holding Company and Medco and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection with the Merger. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy statement, dated March 21, 2011, for its 2011 annual general meeting of stockholders. Information about Medco’s directors and executive officers is available in Medco’s definitive proxy statement, dated April 8, 2011, for its 2011 annual general meeting of stockholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that Express Scripts Holding Company will file with the SEC when it becomes available.