A deal that was months in the making is finally official, with Aetna’s board of directors approving on Sunday the health insurer’s sale to drugstore chain operator CVS Health Corp for approximately $207 per share in cash and stock, in a deal worth $67 billion, multiple news sources reported on Sunday afternoon. The purchase price represents a premium of 29% to where Aetna shares were trading before WSJ first reported that the two companies were in talks in October.
The deal will be this year’s largest corporate acquisition, and in combining one of the nation’s largest pharmacy benefits managers (PBMs) and pharmacy operators with one of its oldest health insurers, will “multiple ” by bringing a large insurer and a big provider of pharmacy services under one roof.
According to the agreed terms of the deal, which will be announced later on Sunday, Aetna shareholders will receive $145 per share in cash and 0.8378 CVS Health shares for each Aetna share. According to Reuters, “Aetna shareholders will own about 22% of the combined company, while CVS shareholders will own the remainder.” As part of the acquisition, three Aetna directors, including Aetna’s Chairman and CEO Mark Bertolini, will join CVS’s board of directors. After the deal closes, Aetna will operate as a separate unit run by members of the current management.
The acquisition will be financed with a mix of cash and debt. Barclays, Goldman Sachs and Bank of America have committed to provide $49 billion of financing, reported .
With Aetna currently employing 49,500 while CVS has 204,000 full and part-time employees, the combined company will boast a quarter million workers, if only for the time being. The deal, which is expected to close in the second half of 2018, will create cost savings of about $750 million, which means tens of thousands of layoffs.
Some more on the companies’ background: CVS, with annual revenue of $178 billion, is a major pharmacy-benefits manager in addition to its vast collection of drugstores, some of which already have retail clinics. Aetna, with revenue of around $63 billion, is the third-largest U.S. health insurer, providing coverage to around 22.2 million members enrolled in employer, Medicare, Medicaid and other plans.
The deal comes as healthcare payers and pharmacies are responding to rapidly changing factors, including Obamacare, rising drug prices “and the threat of competition from online retailers such as Amazon.com”, news sources. In fact, as Morgan Stanley pointed out two weeks ago, Amazon’s imminent entry into the healthcare sector has been cited as one of the primary catalysts behind the AET/CVS deal:
