WellPoint to sell subsidiary for $4.6B

 WellPoint Inc. has
agreed to sell its pharmacy benefits management arm for $4.675 billion in cash and stock to St. Louis-based Express Scripts,
the companies announced this morning.

Indianapolis-based WellPoint is the nation’s second-largest health insurer, covering
35 million individuals.

WellPoint’s pharmacy subsidiaries, called NextRx, dispense and manage 265 million prescriptions
each year for 25 million people.

As part of the sale, Express Scripts has agreed to a 10-year contract to provide services
to WellPoint.

“Importantly, through this strategic alliance with Express Scripts, we will enhance the health care value
we bring to our members,” said WellPoint CEO Angela Braly. “This alliance will create an organization with greater resources
and capabilities, which will provide members with more cost-effective solutions as well as access to state-of-the-art [pharmacy
management] services.”

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

The deal is expected to close in the second half of 2009. Express Scripts will pay
WellPoint $3.275 billion in cash and $1.4 billion in stock. The deal also includes compensation for the value of a future
tax benefit for Express Scripts based on the structure of the deal.

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