Express Scripts closes $4.7B deal to buy WellPoint pharmacy unit

St. Louis-based Express Scripts Inc. has completed its $4.7 billion acquisition of WellPoint Inc.’s pharmacy benefits
management business, the company said Tuesday.

The deal, announced in April, makes Express Scripts the second-largest
pharmacy benefits manager in the United States based on prescriptions filled, ahead of CVS Caremark Corp. and behind Medco
Health Solutions Inc.

WellPoint, the nation’s second-largest health insurer, covers 35 million individuals. The
Indianapolis-based company’s NextRx unit dispenses and manages 265 million prescriptions each year for 25 million people.

As part of the sale, the companies agreed to a 10-year contract making Express Scripts the exclusive provider of certain
pharmacy benefits services for WellPoint, including network management, claims processing and specialty pharmaceuticals management.

WellPoint will retain control of medical policy, formulary and integrated disease management aspects of its pharmacy
benefits.

A minority of NextRx employees in Indianapolis are expected to stay on to perform those functions and
manage the contract with Express Scripts. But about 2,100 nationwide will become Express Scripts employees. A specialty division
of NextRx employs about 400 at Indianapolis International Airport.

Maria Palumbo, a spokeswoman for Express Scripts,
said the company has made no decisions on whether to close facilities or reduce the number of NextRx employees.

"We
continue to assess our operational needs," she said.

Express Scripts Chief Financial Officer Jeff Hall said he
expects specialty drugs, such as those handled by NextRx workers at the airport, to be an area for growth.

"We’ve
got a lot of activity going in on our specialty offering that we’re pretty excited about,"
Hall told an investor conference on Sept. 15, according to a transcript. "That’s a business that’s been growing
nicely for us and it’s growing from a low base so we think we have a lot of opportunity to grow that business pretty
substantially here over the next few years.”

WellPoint plans to use $2 billion in proceeds
from the sale to buy back shares of its own stock, $1.8 billion to pay taxes and transaction costs, $500 million to pay down
debt and $375 million for general corporate uses, including future acquisitions.

In a Tuesday filing with the U.S.
Securities and Exchange Commission, WellPoint said it expected to post a fourth-quarter profit of $4.34 per share as a result
of the sale. For the full year, its earning forecast increased to $9.40-$9.46 per share.

The company reported a
profit of $730.2 million, or $1.53 per share, in the third quarter after taking a 28-per-share charge to write down the value
of some assets, including the pharmacy benefits business.