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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

e within our operations or the operations of such vendors;
  • Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired businesses;
  • The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or significant changes within the pharmacy provider marketplace;
  • The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers, or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;
  • Changes in industry pricing benchmarks;
  • Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;
  • Our failure to execute on, or other issues arising under, certain key client contracts;
  • The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or to manage 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 transaction with Medco Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement;
    • The ability to obtain governmental approvals of the transaction with Medco;
    • Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;
    • Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction or a dela
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    SOURCE Express Scripts, Inc.; Medco Health Solutions, Inc.
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