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From Antitrust Law Daily, September 18, 2018

Justice Department clears Cigna, Express Scripts merger

By J. Preston Carter, J.D., LL.M.

Cigna Corp. and Express Scripts Holding Co. have announced that the Department of Justice Antitrust Division has cleared their pending merger, terminating the applicable waiting period under the Hart-Scott-Rodino (HSR) Act. In March 2018, Cigna announced its plans to acquire Express Scripts for $67 billion.

According to the companies’ September 17 press release, expiration of the HSR waiting period satisfies one of the conditions necessary to the consummation of the transaction. Completion of the transaction remains subject to certain state regulatory approvals and filings required in connection with the transaction, including clearances from certain departments of insurance, and the satisfaction of all closing conditions.

"We are pleased that the Department of Justice has cleared our transaction and that we are another step closer to completing our merger and delivering greater affordability, choice and predictability to our customers and clients as a combined company," said David Cordani, President and Chief Executive Officer of Cigna. "Together, we believe we will be able to do even more to reduce healthcare costs, expand choice, and improve patient outcomes," said Tim Wentworth, President and Chief Executive Officer of Express Scripts.

To date, Cigna and Express Scripts have obtained clearances from departments of insurance in 16 states. The companies state that they are working constructively with regulators in the remaining jurisdictions to obtain clearance for the merger. Cigna and Express Scripts continue to anticipate that the deal will close by year-end 2018, subject to the satisfaction of all closing conditions.

The approval follows a recent letter sent by Senate Judiciary Committee Chairman Chuck Grassley (R.-Iowa) to Makan Delrahim, Assistant Attorney General in charge of the Antitrust Division, calling for careful analysis of the Cigna/Express Scripts deal, as well as the proposed combination of CVS Health Corp. with Aetna Inc. "to ensure that competitive markets in the pharmaceutical supply chain are not impacted adversely." Late last year, CVS Health disclosed its plans to acquire Aetna. The total value of that transaction, which is still pending, is $77 billion.

Companies: Aetna Inc.; Cigna Corp.; CVS Health Corp.; Express Scripts Holding Co.

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