Healthcare Mergers: The Impact On Patients

CVS and Aetna are just the latest in a list of healthcare M&A activity that is on the deck for the industry. The changing tide of the industry is alarming to some groups of people who see a future of less competition and patient choice. That can be a significant “red flag” for regulators, though so far it does not seem to have derailed any of these acquisitions from moving steadily forward.

The mega-merger that was long rumored between Cigna and Express Scripts was approved on Monday by the Department of Justice. This deal is set to pave the way for the CVS – Aetna proposed merger valued at $69 billion. The reports out of the financial media outlets are that CVS and Aetna would have to divest some holdings to satisfy anti-trust regulations.

Cigna – Express Scripts consolidating creates a combination of a major health insurer with a Pharmacy Benefit Manager (PBM) which they contend will make an environment to decrease costs for the patient. However, some feel that it will have the reverse effect.

Some feel that this deal and the corresponding proposed combination of CVS-Aetna will limit patient choice and force consumers into formularies where they will be faced with having to pay more for prescription drugs in the future.

This activity all comes amid the backdrop of Amazon making a concerted and deliberate push into the healthcare space with their partnership with Berkshire Hathaway and JP Morgan Chase to attempt to reinvent employer provided healthcare provisions. In a subsequent transaction, Amazon purchased the burgeoning mail order prescription provider, PillPack, for $1 billion over the summer.

Furthermore, Amazon announced a joint venture with Xealth which provides the internet shopping giant with a foothold into the healthcare services delivery system. The rest of the industry took notice, and in response Aetna entered into negotiations with CVS, Cigna began talking about synergies with Express Scripts, and Walgreens made certain deals of their own with national insurance carriers on a regional basis such as United Healthcare and Blue Cross & Blue Shield.

In my prior work in the M&A space, I have covered the premise of horizontal and vertical mergers. The vertical merger is one where the two companies may be in the same general industry space, but not in direct competition with one another. A good example of this type of merger was the AT&T – Time Warner deal. They both have business holdings in telecommunications and in television specifically (AT&T owns DirecTV and Time Warner owns multiple cable TV outlets) but they were viewed by the government as vertical in nature.

The example of a horizontal merger would be when Walgreens attempted to consolidate and merge with Rite Aid. I covered that with a series of articles and eventually, the federal regulators struck down that merger because it was between two businesses directly competing in the same industry space: retail drug store. The merger was seen, if approved, to have the effect of limiting consumer choice and potentially increasing costs to the consumer. It would have limited consumer choice in drug stores and the consolidation could have closed locations that were once part of Rite Aid, forcing people in rural areas to travel further to get to a pharmacy.

The CVS – Aetna deal hinges on the sale of Medicare Part D related plans that would most certainly need to be sold off to pass the regulatory standards in place. Some consumers feel that the deal would unfairly limit the choice of pharmacies because if they hold Aetna employer-based benefit plans, they would be funneled to CVS to fill their prescriptions. This could also be seen as giving CVS “a captive” group of consumers.

The Cigna – Express Scripts deal should help them compete against the Amazon healthcare joint venture that will continue to shape the landscape of the industry in the future. The potential impact of all of this M&A activity on the consumer has yet to be determined. Please check with your healthcare provider to make sure that you are aware of any changes this may have on your individual prescription plan coverage.

(Some background information courtesy of Bloomberg News, The Wall Street Journal, CNBC, and Reuters)

Merger News: P&G Gains Approval for Merck Germany

The formal merger announcement came as no surprise that Procter and Gamble received approval from the E.U. regulatory boards to obtain the Consumer Health business unit of Merck Germany. The acquisition has been in the works and approval was being rumored for about a month leading up to the official approval.

This is the largest acquisition for Procter & Gamble (P&G) since they obtained personal care giant, Gillette, in 2005. The consolidation of this business unit from Merck Germany will expand the reach of P&G into new markets in the European Union, Latin America, and Asia.

In accordance with this announcement today, P&G also formalized the end of their strategic joint venture with TEVA Pharmaceuticals in which they had worked for a number of years together on synergies in the Over The Counter (OTC) products space.
The growth of the OTC area is a core strategic direction for P&G within that industry. This move will allow them to grow that business and expand their existing product lines as well as determining new potential growth pathways within the OTC area.

Merck Germany is not affiliated with the U.S. based pharmaceutical company of the same name, it was essentially spun-off several years ago. The company is a big player in the industry with 900 products distributed in 44 countries. The estimates are for 3,000 employees to transfer from Merck Germany to become P&G employees should the merger gain approval.

The financial experts and Wall Street investment types view this move in a positive way for the retail channels it will impact, but have a more cautious view overall because the merged unit does not have synergy. The deal is not expected to close until the summer of 2019. The ramifications for monopolies in certain industry segments will most certainly be scrutinized by regulators in the European Union.

The potential impact on pricing for consumers on personal care products will be an area of significant concern for the anti-trust regulatory boards in the E.U. relative to this proposed merger. The combined entity will have a larger presence in muscle, joint, and back pain relief which will be a certain area of growth within the demographics of a population that is living longer overall.

Some analysts have speculated that P&G could use the technologies acquired in this transaction to bolster their existing product lines in the U.S. and North America. This is to meet increasingly sophisticated consumer demand for products that deliver more efficacy with no major side effects.

The proposal between P&G and Merck Germany also triggered the news that P&G will end their joint partnership with TEVA Pharmaceuticals. The statement from P&G called the partnership “highly successful” and it did last for seven years.

However, the partnership has always been focused on growing OTC business areas outside of the United States. The bid for Merck Germany creates a redundancy in this regard. The other official statement reads that the goals of the two companies are “no longer closely aligned”. Each side will retain their brands and will look to recalibrate their marketing strategies around those brands on an individual basis.

The merger will have more impact in other regions of the world, especially in Europe and Asia, but the North American consumer impact will be most noticeable in the potential for new or enhanced products in the respiratory, sleep, and cough/cold relief.

The other potential impact of this merger in the U.S. is the potential response by the competitors of P&G in the consumer health industry. How will Unilever, Colgate, or Johnson & Johnson respond to this merger? Pfizer is already moving through the early stages of a complete reorganization to be able to compete more effectively in a few key strategic business areas.

Then, the next area to watch is for the new competitors such as Amazon and Kroger and how they will respond to this move by P&G in the coming months. It is essentially like a big domino that could trigger a whole set of other M&A activity within consumer health.

The potential for P&G to grow in geographic areas where they have limited to no presence currently is an intriguing aspect of this proposed deal. The regulatory decision in the E.U. bears watching and the response by the competitors will shape consumer health/personal care products for the foreseeable future.

(Some background information and statistical info courtesy of Forbes, www.bizjournals.com, Pharmacy Times, and CNBC)

“Names” – A Tribute to 9/11 – Poetry by Frank J. Maduri

“Names”

All of these names read aloud
Some read quickly and others –
More measured, more deliberate
All of these names mean something
Most of the names have many titles:
Husband, wife, mother, father
Grandfather, uncle, aunt, sister
Brother, cousin, nephew, niece
Friend, colleague, client, citizen
All of these names represent a life
A life extinguished far too soon
A life taken by a tragic event
Seventeen years ago on a bright
Sunny September morning
The names just keep going
And going, being read by
Family members, friends of those
Lost in the attacks that fateful day
The names and faces all unique
From older men and women
To mid-life professionals
To recent college grads
To firemen and police
The names reflect all ethnicities
All races, all colors, all walks
Of life and religions
With a common thread
They all left this world
On 9/11 and they left behind
A legacy and an imprint
A promise we made as a nation
And need to always keep
We will never forget

Copyright 2018 – Frank J. Maduri – All rights reserved