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Express Scripts and Medco Health Solutions Sign Definitive Merger Agreement; Medco Shareholders to Receive $29.1 Billion
Date:7/21/2011

s could adversely affect our financial performance;
  • We are subject to a corporate integrity agreement and noncompliance may impede our ability to conduct business with the federal government;
  • The terms and covenants relating to our existing indebtedness could adversely impact our financial performance and liquidity;
  • We may be subject to liability claims for damages and other expenses not covered by insurance;
  • The success of our business depends on maintaining a well-secured pharmacy operation and technology infrastructure. Additionally, significant disruptions to our infrastructure or any of our facilities due to failure to execute security measures or failure to execute business continuity plans in the event of an epidemic or pandemic or some other catastrophic event could adversely impact our business;
  • Business process and technology infrastructure improvements associated with our agile enterprise initiative may not be successfully or timely implemented or may fail to operate as designed and intended, causing the Company's performance to suffer;
  • We may be required to record a material non-cash charge to income if our recorded intangible assets or goodwill are impaired, or if we shorten intangible asset useful lives;
  • We are subject to certain risks associated with our international operations; and
  • Anti-takeover provisions of the Delaware General Corporation Law, our certificate of incorporation and our bylaws could delay or deter a change in control and make it more difficult to remove incumbent officers and directors.
  • Express Scripts and Medco may be unable to obtain stockholder or regulatory approvals required for the merger or may be required to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals;
  • The length of time necessary to consummate the
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  • SOURCE Express Scripts, Inc.; Medco Health Solutions, Inc.
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