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Express Scripts Launches Equity Offering to Finance Acquisition
Date:6/2/2009

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
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SOURCE Express Scripts, Inc.
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