Clients and individuals will benefit from
enhanced services and cost trend management; combined organization
expects to fulfill more than one billion scripts
Combining OptumRx’s unique medical
synchronization, information capabilities with Catamaran’s
technology leadership and flexible services will advance innovative
value-added offerings
Creates business well-positioned to help
customers manage growth in high-cost specialty
pharmaceuticals
OptumRx and Catamaran Corporation [NASDAQ:CTRX, TSX:CCT], a
leading provider of pharmacy benefit management (“PBM”) services
and technology solutions, announced today they have agreed to
combine. OptumRx is UnitedHealth Group’s [NYSE:UNH] free-standing
pharmacy care services business.
The agreement calls for the acquisition of Catamaran’s
outstanding common stock for $61.50 per share in cash. The
transaction is expected to close during the fourth quarter of 2015,
subject to Catamaran shareholders’ approval, regulatory approvals
and other customary closing conditions. The combination diversifies
OptumRx’s customer and business mix, while accelerating its
technology leadership and flexible service offerings.
The acquisition is expected to be accretive to UnitedHealth
Group’s net earnings in the area of $0.30 per share in 2016.
UnitedHealth Group plans to finance the acquisition from existing
cash resources and new debt. The company affirmed its $6.00 to
$6.25 per share earnings outlook assuming the absorption of all
merger costs, the ongoing commitment to advance its dividend policy
as planned, and a continued but moderated level of share
repurchase.
Upon closing, Mark Thierer, Catamaran’s chairman and chief
executive officer, will serve as chief executive officer of OptumRx
and Timothy Wicks, the current chief executive officer of OptumRx,
will become president. Jeff Park, who currently serves Catamaran as
executive vice president, Operations, will become the chief
operating officer for OptumRx. Jeffrey Grosklags, currently the
chief financial officer of OptumRx, will continue in that role.
OptumRx and Catamaran will create significant value for their
combined customer base beyond the scale and enhanced service
resulting from integration of their businesses. This combination is
expected to create a dynamic competitor in the PBM market by
combining the strengths of Catamaran’s industry-leading technology
platform with the data and analytics capabilities of Optum. The
combined company is expected to deliver an innovative and
compelling consumer and payer services offering that will link
demographic, lab, pharmaceutical, behavioral and medical treatment
data to engage individuals to make better decisions as they seek
the best, most effective care and improve compliance with
pharmaceutical use and care protocols.
OptumRx’s advanced Clinical Synchronization approach connects
pharmacy and care management systems, processes and teams to create
deeper insights for higher quality, more consistent and compliant
patient outcomes and savings for individuals and plan sponsors.
Synchronization presents the entire patient health profile, rather
than discrete pieces of an individual’s profile – a distinctive and
critically important capability given the growth in U.S. spending
on specialty pharmaceuticals.
Catamaran offers retail pharmacy network management, mail
service pharmacy, pharmacy claims management and patient-centric
specialty pharmacy services to a broad client portfolio, including
health plans and employers, as well as health care information
technology solutions to the industry. In 2015 Catamaran expects to
fulfill more than 400 million prescriptions which, combined with
OptumRx’s roughly 600 million annual scripts, will enable the
combined entity to be a competitive force in the PBM industry.
Enhanced purchasing and administrative improvements from the
combination are expected to drive substantial value, with the
majority of savings expected to directly benefit clients and
individuals through reduced costs for prescriptions and enhanced
pharmaceutical services.
Both companies have distinctive, rapidly growing specialty
pharmacy services businesses. The combined organization will help
customers manage the complex costs and outcomes as this portion of
the pharmaceutical market expands from an estimated $100 billion in
revenues in 2014 to potentially $400 billion annually by 2020.
Larry Renfro, chief executive officer of Optum said,
“Catamaran’s capabilities are impressive and their leadership team
has delivered the fastest growth in the industry. We believe the
combination of the two companies will create a unique offering in
the industry unparalleled by current participants. Optum’s
longstanding business relationship with Catamaran as a technology
partner means we operate on the same adjudication platform,
simplifying integration and giving us confidence our combined
organizations will quickly become an innovative force moving the
pharmacy care services marketplace forward. We believe this
combination will create significant value for health plan,
government, third party administrator and employer customers and,
most importantly, the individual consumers who depend on us for
accurate, affordable and convenient pharmacy benefit products and
services.”
Mark Thierer, chairman and chief executive officer of Catamaran,
said, “Our Board of Directors carefully considered a variety of
strategic options and unanimously concluded that this combination
is clearly in the best interests of our shareholders. The creation
of a differentiated, channel-agnostic delivery model will provide
payers and individuals a broader portfolio of services and a deeper
product offering while aggressively focusing on managing costs.
Together, we believe we will have the talent, scale, technology
resources and innovative spirit to build the most modern, effective
and consumer-focused PBM in the history of the industry.”
About Catamaran
Catamaran, the industry’s fastest-growing pharmacy benefits
manager, helps organizations and the communities they serve take
control of prescription drug costs. Managing more than 400 million
prescriptions each year on behalf of 35 million members, our
flexible, holistic solutions improve patient care and empower
individuals to take charge of their health. Processing one in every
five prescription claims in the U.S., Catamaran’s skill and scale
deliver compelling financial results and sustainable improvement in
the overall health of members. Catamaran is headquartered in
Schaumburg, Ill., with multiple locations in the U.S. and Canada.
For more information, please visit www.CatamaranRx.com, and for
industry news and information follow Catamaran on Twitter,
@CatamaranCorp.
About OptumRx
OptumRx is an innovative pharmacy benefit management business
managing the prescription drug benefits of commercial, Medicare,
Medicaid and other governmental health plans, as well as those of
employers and unions through a national network of 66,000 community
pharmacies and state-of-the-art mail service pharmacies in
California and Kansas, both of which have earned the prestigious
Verified Internet Pharmacy Practice Sites™ (VIPPS) accreditation by
the National Association of Boards of Pharmacy. OptumRx is part of
Optum, a leading information and technology-enabled health services
business dedicated to making the health system work better for
everyone. Visit www.optum.com for more information.
About UnitedHealth Group
UnitedHealth Group (NYSE:UNH) is a diversified health and
well-being company dedicated to helping people live healthier lives
and making health care work better. UnitedHealth Group offers a
broad spectrum of products and services through two distinct
platforms: UnitedHealthcare, which provides health care coverage
and benefits services; and Optum, which provides information and
technology-enabled health services. Through its businesses,
UnitedHealth Group serves more than 85 million people worldwide.
For more information, visit UnitedHealth Group at
www.unitedhealthgroup.com or follow @UnitedHealthGrp on
Twitter.
Cautionary Statement Regarding Forward-Looking
Statements:
This communication may contain statements, estimates,
projections, guidance or outlook that constitute “forward-looking
statements” or “forward looking information” as defined under U.S.
federal and Canadian provincial securities laws. Generally the
words “believe,” “expect,” “intend,” “estimate,” “anticipate,”
“plan,” “project,” “should” and similar expressions identify
forward-looking statements or information, which generally are not
historical in nature. Such statements or information may contain
information about financial prospects, economic conditions and
trends and involve risks and uncertainties. We caution that actual
results could differ materially from those that management expects,
depending on the outcome of certain factors, including the failure
to complete or receive the anticipated benefits from UnitedHealth
Group Incorporated’s (“UnitedHealth Group”) acquisition of
Catamaran Corporation (“Catamaran”); the possibility that the
parties may be unable to successfully integrate Catamaran’s
operations into those of UnitedHealth Group; such integration may
be more difficult, time-consuming or costly than expected; revenues
following the transaction may be lower than expected; operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected following the transaction; the retention of certain key
employees at Catamaran may not be achieved; the conditions to the
completion of the transaction may not be satisfied, or the
regulatory approvals required for the transaction may not be
obtained on the terms expected or on the anticipated schedule; the
failure to obtain Catamaran shareholder approval in a timely manner
or otherwise; the parties may be unable to meet expectations
regarding the timing, completion and accounting and tax treatments
of the arrangement; UnitedHealth Group and Catamaran are subject to
intense competition; factors that affect UnitedHealth Group’s
ability to generate sufficient funds to maintain UnitedHealth
Group’s quarterly dividend payment cycle; foreign currency
translation fluctuations and changes in capital markets conditions,
UnitedHealth Group’s capital requirements or its estimated results
of operations that may result in debt to capital ratio that is
lower or higher than anticipated; and the other factors discussed
in “Risk Factors” in UnitedHealth Group’s Annual Report on Form
10-K for the year ended December 31, 2014, which was filed with the
United States Securities and Exchange Commission (“SEC”) on
February 10, 2015, and on UnitedHealth Group’s website, at
http://www.unitedhealthgroup.com, and UnitedHealth Group’s other
filings with the SEC, which are available at http://www.sec.gov,
and the other factors discussed in “Risk Factors” in Catamaran’s
Annual Report on Form 10-K for the year ended December 31, 2014,
which was filed with the SEC and the Canadian Securities
Commissions on March 2, 2015, and on Catamaran’s website at
www.CatamaranRx.com, and Catamaran’s other filings with the SEC
which are available on http://www.sec.gov. UnitedHealth Group and
Catamaran assume no obligation to update the information in this
communication, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements or information, which speak only as of the date
hereof.
Additional Information and Where to Find It:
This communication may be deemed under U.S. federal securities
laws to be solicitation material in respect of the proposed
acquisition of Catamaran Corporation by UnitedHealth Group. This
communication shall not constitute an offer to sell, or the
solicitation of an offer to sell, or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. In connection with the proposed acquisition, UnitedHealth
Group and Catamaran intend to file relevant materials with the SEC
and the Canadian Securities Administrators, as required, including
Catamaran’s proxy circular and proxy statement on Schedule 14A.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS OF
CATAMARAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC AND CANADIAN SECURITIES COMMISSIONS, INCLUDING
CATAMARAN’S PROXY CIRCULAR AND PROXY STATEMENT, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents
free of charge at the SEC’s web site, http://www.sec.gov, and at
the Canadian Securities Administrator’s website, www.sedar.com, and
Catamaran shareholders will receive information at an appropriate
time on how to obtain transaction-related documents for free from
Catamaran. Such documents are not currently available.
Participants in Solicitation:
UnitedHealth Group and its directors and executive officers, and
Catamaran and its directors and executive officers, may be deemed
under U.S. federal securities laws to be participants in the
solicitation of proxies from the holders of Catamaran common stock
in respect of the proposed transaction. Information about the
directors and executive officers of UnitedHealth Group can be found
in UnitedHealth Group’s Annual Report on Form 10-K for the year
ended December 31, 2014, which was filed with the SEC on February
10, 2015, and on UnitedHealth Group’s website, at
http://www.unitedhealthgroup.com. Information about the directors
and executive officers of Catamaran is set forth in the Proxy
Circular and Proxy Statement for Catamaran’s 2015 Annual Meeting of
Shareholders, which was filed with the SEC and the Canadian
Securities Administrators on March 27, 2015. Investors may obtain
additional information regarding the interest of such participants
in the proposed transaction by reading the proxy circular and proxy
statement regarding the acquisition when it becomes available.
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Media:OptumBrian Kane,
952-917-7244brian.kane@optum.comorUnitedHealth GroupTyler Mason,
424-333-6122tyler.mason@uhg.comorCatamaranLauren Denz,
630-945-2532lauren.auren.denz@catamaranrx.comorInvestors:UnitedHealth
GroupJohn Penshorn,
952-936-7214John_s_penshorn@uhg.comorUnitedHealth GroupBrett
Manderfeld, 952-936-7216Brett_manderfeld@uhg.comorCatamaranTony
Perkins, 312-261-7805tony.perkins@catamaranrx.com
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