Express Scripts Inc. has cleared an antitrust review for its planned purchase of Indianapolis-based WellPoint Inc.’s pharmacy benefits management business, bringing the $4.7 billion deal closer to completion.
The review period under the Hart-Scott-Rodino Antitrust Act of 1976 ended at midnight, St. Louis-based Express Scripts announced today.
The sale was announced in April and is expected to close in the second half of this year. It will make Express Scripts the second-largest pharmacy benefits manager in the U.S. 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. WellPoint’s pharmacy subsidiary, called NextRx, dispenses and manages 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.
WellPoint will retain control of medical policy, formulary and integrated disease management aspects of its pharmacy benefits.
A minority of NextRx employees in Indianapolis will stay on to perform those functions and manage the contract with Express Scripts. But some 2,100 will become Express Scripts employees. A specialty division of NextRx employs about 400 at Indianapolis International Airport.
If the sale closes, 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.