EXPRESS SCRIPTS HOLDING COMPANY (NASDAQ:ESRX) Files An 8-K Regulation FD DisclosureItem 7.01.
Attached as Exhibit 99.1 and incorporated by reference herein is a press release dated December15, 2017 issued by Express Scripts Holding Company (the “Company”).
The information provided to this Item 7.01 is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent set forth by specific reference in any such filing.
Share Repurchase Authorization
On December13, 2017, the Board of Directors of the Company approved an increase in the authorized number of shares that may be repurchased under the Company’s share repurchase program (the “Repurchase Program”) by an additional 45million shares, or a total authorization of 375million shares (including shares previously purchased), of the Company’s common stock (as adjusted for any subsequent stock split, stock dividend or similar transaction). The purchases may be effected by means of open market transactions, privately negotiated transactions, accelerated share repurchase programs, or otherwise, at management’s discretion, including to a trading plan to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There can be no assurance as to the precise number of shares that will be repurchased under the Repurchase Program, the aggregate dollar amount of the shares purchased, or the timing of any repurchases. The Repurchase Program is of indefinite duration and depending on market conditions, regulatory, legal and contractual requirements and other factors, repurchases may be made at any time or from time to time, without prior notice.
Acquisition of eviCore healthcare
As previously disclosed, on October9, 2017, the Company, Oz Parent, Inc., a wholly owned subsidiary of the Company (“Buyer”), and certain of their subsidiaries (the “Merger Subs”) entered into a Transaction Agreement and Plan of Merger (the “Merger Agreement”) with CareCore National Group, LLC (“CareCore”) and certain of its affiliates controlling the business known as eviCore healthcare.
On December15, 2017, the Company completed the acquisition of eviCore healthcare. to the Merger Agreement, upon the terms and subject to the conditions thereof, the Merger Subs merged with into CareCore and certain of its affiliates such that eviCore healthcare is now owned, directly or indirectly, by Buyer and the Company.
| Item 7.01 | Financial Statements and Exhibits |
(d) The following Exhibit is furnished as part of this report on Form8-K.
| Exhibit99.1 | Press Release, dated December15, 2017. |
EXHIBIT INDEX
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ExhibitNo. |
Description |
| 99.1 | Press Release, dated December15, 2017. |
Express Scripts Holding Co. ExhibitEX-99.1 2 d489618dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 EVICORE CLOSE PRESS RELEASE EXPRESS SCRIPTS CLOSES ACQUISITION OF EVICORE; COMPANIES UNITE TO IMPROVE HEALTHCARE FOR 100 MILLION AMERICANS Improves ability to address enormous inefficiencies and unnecessary spending Leverages evidence-based medicine,…To view the full exhibit click here