Cigna-Express Scripts aim to ward off 'significant new' healthcare companies

Cigna and Express Scripts are planning a merger for several reasons, one of them being "the potential entry into the healthcare industry of significant new participants," according to a May 16 Securities and Exchange Commission filing.

Here are five takeaways from the document.

1. Cigna and Express Scripts evaluated other bidders before their deal, but none of those discussions resulted in significant decisions. The two companies announced their proposed $54 billion merger in March, which is undergoing Justice Department review.

2. Express Scripts and Cigna expect tougher competition in the health plan and pharmacy benefit management markets, including competition from a proposed $69 billion tie-up between CVS Health and Aetna. 

3. One reason Express Scripts is aiming to shield itself from potential competitors is the loss of its largest client, Anthem. Anthem is expected to drop its contract with Express Scripts in 2019. Cigna also parted ways with Anthem in 2017 after their proposed merger fell apart under antitrust scrutiny. 

4. Aetna, Anthem and CVS aside, Cigna and Express Scripts may also be trying to protect themselves from "significant new" entries into healthcare, a possible nod to Amazon, according to their filing. Amazon, Berkshire Hathaway and JPMorgan Chase & Co. are launching a new company aimed at cutting healthcare costs for their U.S. employees, but the deal has few details mapped out at this time.

5. Cigna is subject to a $2.1 billion termination fee under the proposed agreement if the deal is struck down by federal regulators.

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