8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

Elevance Health, Inc. 8-K Report, Acquisition Completed (Dec 1, 2009)

Filed December 1, 2009For Securities:ELV

Summary

Elevance Health, Inc. (formerly WellPoint, Inc.) announced on December 1, 2009, the completion of the sale of its NextRx subsidiaries to Express Scripts, Inc. (ESI) for $4.675 billion in cash. This significant divestiture is a strategic move aimed at streamlining operations and focusing on core health benefits businesses. The transaction included the sale of multiple subsidiary entities that housed the NextRx operations. Concurrent with the sale, Elevance Health entered into a long-term, ten-year Pharmacy Benefit Management (PBM) Services Agreement with ESI, designating ESI as the exclusive provider for a comprehensive suite of PBM services. This includes pharmacy network management, claims processing, rebate management, and drug utilization oversight. Investors should note the contractual obligations, including minimum volume requirements and performance standards, which carry potential financial penalties for non-compliance. The company also updated its full-year 2009 earnings per share guidance to reflect the impact of this transaction.

Key Highlights

  • 1Completion of the sale of NextRx subsidiaries to Express Scripts, Inc. for $4.675 billion in cash.
  • 2The sale involved multiple wholly-owned subsidiaries engaged in pharmacy benefit management operations.
  • 3Execution of a long-term, ten-year Pharmacy Benefit Management (PBM) Services Agreement with Express Scripts.
  • 4ESI is appointed as the exclusive PBM services provider for Elevance Health under the new agreement.
  • 5The PBM agreement covers a broad range of services including network management, claims processing, and drug utilization.
  • 6The agreement includes minimum volume requirements and performance standards with potential financial penalties.
  • 7Updated full-year 2009 EPS guidance reflects the impact of the divestiture and associated charges.

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