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Express Scripts Launches Equity Offering to Finance Acquisition

ST. LOUIS, June 2 /PRNewswire-FirstCall/ -- Express Scripts, Inc. (Nasdaq: ESRX) announced that it is commencing a public offering of 23,000,000 shares of its common stock pursuant to an automatic shelf registration statement on Form S-3 filed today with the Securities and Exchange Commission ("SEC"). The Company will grant the underwriters an option for 30 days to purchase up to 3,450,000 additional shares of common stock to cover over-allotments, if any. The Company estimates net proceeds from the offering will be approximately $1.4 billion, or $1.6 billion if the underwriters exercise their over-allotment in full. The Company plans to use the net proceeds from the equity offering to pay a portion of the $4.675 billion purchase price for the previously announced acquisition of WellPoint's pharmacy benefit management business. The total acquisition consideration is composed of $3.275 billion in cash and $1.4 billion in shares of common stock. Under the acquisition agreement, the Company may instead choose to deliver to WellPoint $1.4 billion in cash. The Company currently intends to use the net proceeds of the equity offering to pay this portion of the consideration in cash instead of common stock. In addition, subject to market conditions, the Company intends to commence a public offering of senior notes of a benchmark size in the near term pursuant to the registration statement as part of the acquisition financing plan. The acquisition is expected to close in the late third quarter or fourth quarter of 2009.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. will act as joint bookrunning managers of the equity offering.

The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the applicable prospectus supplement and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering. You may get these documents for free by visiting EDGAR on the SEC website at Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus relating to the offering if you request it by calling J.P. Morgan Securities Inc. at 718-242-8002, Credit Suisse Securities (USA) LLC at 800-221-1037 or Citigroup Global Markets Inc. at 800-831-9146.

About Express Scripts

Express Scripts is one of the largest full-service pharmacy benefit management companies in North America, providing healthcare management and administration services to HMOs, health insurers, third-party administrators, employers, union-sponsored benefit plans, workers' compensation plans and government health programs. The Company assists plan sponsors in addressing access and affordability concerns resulting from rising drug costs while helping to improve health outcomes. The Company's integrated PBM services include network claims processing, home delivery services, patient care and direct specialty home delivery to patients, benefit design consultation, drug utilization review, formulary management, drug data analysis services, distribution of injectable drugs to patients' homes and physicians offices, bio-pharma services and other services.

Express Scripts is headquartered in St. Louis, Missouri. More information can be found on Express Scripts' website, which includes expanded investor information and resources.


This press release contains forward-looking statements, including, but not limited to, statements related to the Company's plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in the prospectus relating to the offering under the caption "Risk Factors" and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-Q on file with the SEC. A copy of this form can be found at the Investor Relations section of Express Scripts' website.

The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SOURCE Express Scripts, Inc.
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