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Combining Express Scripts and Medco Health Solutions Will Help Protect Americans From the Rising Costs of Prescription Medicine
Date:12/6/2011

anage 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;
  • Limitations 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, Aristotle Holding and Medco on file with the Securities and Exchange Commission ("SEC"), including the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Aristotle Holding with the SEC, which was de
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SOURCE Express Scripts, Inc.
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