Gray Area: The CVS – Aetna Merger

The area of mergers and acquisitions is a key area of focus here on Frank’s Forum and that is what makes the CVS pursuit of purchasing and consolidating Aetna such significant news. The merger would be the largest transaction of 2017 (and we have had some tremendous M&A activity this year) and the largest health insurance merger in American history.

The price tag is astounding: under the terms of the current proposal CVS would obtain Aetna for $66 billion. The implications are of tremendous concern for several entities: health insurers, PBMs (Pharmacy Benefit Managers), other pharmacy retailers, drug companies, and most importantly: the consumer.

The potential combination of the second-largest retail drug chain and one of the largest health insurance providers in the nation is an alarming proposition. It has a feeling of a conflict of interest written all over it. The mainstream media and some other internet based news outlets have done an amazing job covering this emerging story and I encourage you to check out some of those related articles.

The thought process within some of the coverage in those outlets also corresponded with my first thoughts on this merger due to my understanding of the pharmaceutical network coverages through major insurance providers: higher costs for the consumer. This merger, should it clear all of the hurdles, would have tremendous implications on cost.

The consumer should have reservations because essentially this merger will translate to being given the following options: use a CVS location to fill your prescriptions for medications or use CVS mail order service for your prescriptions or end up paying a significant amount of additional money using a different option.

The retail brick and mortar locations of CVS are ubiquitous in certain areas of the country, but there will be some cases geographically where finding a CVS will be cumbersome for some consumers. That is a concern right off the top for the consumer.

The proposal clearly benefits CVS in providing them with a captive audience of consumers also has the ancillary benefit of fixing an issue most retailers are experiencing: reduced foot traffic in their stores.

Many retailers are dealing with reduced foot traffic due to a variety of factors, most notably the convenience of online shopping. This is a good segue to another driving force behind the CVS – Aetna proposed merger which is Amazon.

The online retail giant has been exploring for several weeks now whether to enter the prescription drug marketplace. Amazon has already been granted some preliminary licenses within this area, but I am not an expert on licensing requirements for prescription drug carriage across multiple states, for more information in that area I would suggest researching some of the great articles out there on the topic.

The industry experts insist that the hurdles for entry into the market are high for Amazon to attain. The ethical and procedural questions from a compliance standpoint will most certainly follow this new strategic direction for Amazon.

In addition, the recent legal changes to the policies regarding the dispensing of painkillers and opioid class narcotic drugs would be of particular scrutiny. The ramifications of Amazon carrying those types of products could potentially increase the rate of prescription drug addiction which the government is trying to curtail. Amazon has the two components needed to make this ultimately work: smart people and tons of money.

The convenience of filling your blood pressure medication from your Amazon Echo, your tablet, or your computer is enticing to some, and frightening to others. The “Amazon effect” has already impacted traditional retail channels, especially with their recent entry into the grocery channel with the purchase of Whole Foods, but where does it stop? Should Amazon be able to access prescription drug channels?

However, the case for a conflict of interest could also be made for CVS and Aetna. The merger of health insurance carriers and retail pharmacy chains also has been met with apprehension by some consumers as well. This type of arrangement essentially forces the consumer to use a particular pharmacy if they have insurance coverage from their job which is, in this case, through Aetna.

In fair balance, the other side of the argument would be made by those who have no problem with this merger by pointing out that many current arrangements are made between health insurance carriers, PBMs, and retail pharmacy chains. Some insurance carriers or their PBMs have relationships with Rite Aid, some with Walgreens, and some with CVS which create a “preferred provider” type of situation.

The implications for CVS to actually be the same company as Aetna run far deeper than just a strategic partnership. The potential for an approved bid for CVS to merge with Aetna, would have a domino effect on the retail drug business segment.

The nature of these situations and their impact on an industry segment would invariably begin the speculation of other similar potential mergers. Some examples could be Walgreens with United Health Group, Rite Aid with United or another smaller insurance carrier, and Jewel/Osco with Blue Cross Blue Shield.

The ramifications of a CVS merger with Aetna could change the way health insurance and prescription drug coverage is currently set up, it would have a dramatic impact on prescription formulary coverage, and result in potentially higher costs for the consumer.

The potential for Amazon to enter the prescription drug space is a whole other topic for debate on the potential for a wide range of potential ways that those products could be misallocated or abused.

The merger potential for the second largest retail pharmacy chains with one of the largest health insurance carriers compared to the largest online retailer getting involved in dispensing medications: in the words of the rock legend, Tom Petty, “I don’t know which one is worse”.

Follow Up: Aetna Merger With Humana Is Scuttled

The proposed $34 billion merger between two healthcare giants: Aetna and Humana, has been scrapped by the order of the court system over concerns related to higher prices and less competition in the marketplace. Both companies considered an appeal of the court decision, but announced on Wednesday that they were going to accept the decision and dismantle the merger proposal.

The deal seemed doomed to fail from the start because of the enormous impact that it would have over the healthcare of millions of Americans. It would have condensed the number of companies which provide healthcare on a nationwide basis from five to just three. The combined entity would have held a sizeable portion of the Medicare Advantage market, which is a type of medical insurance product which replaces traditional Medicare with a plan that has lower monthly premiums but higher deductibles for most services.

The combined company would have held enormous influence at the negotiating table with other healthcare entities and would have been able to essentially set prices; which could have had drastic consequences to the consumer.

It ended up being these anti-trust concerns which ultimately spelled the demise of this proposed merger. This goes against the trend in recent years of these proposed mega-mergers eventually moving ahead and beyond the anti-trust issues. The uncertainty involving the national healthcare policy with the change in the U.S. Presidency to Donald Trump most definitely played a role in the eventual scuttling of this merger proposal by the senior level executives at both companies.

I have covered mergers and acquisitions for a few years now for many different news outlets. This proposed deal had a clause called a “breakup clause” which I have seen associated with other mergers in the past, where one party agrees to pay the other an agreed upon sum of money if the deal were to not come to fruition. In this situation the Aetna side agreed to pay a breakup fee to Humana.

The breakup fee is reportedly $1 billion that Aetna will pay to Humana, which after taxes is around $630 million. The two sides spent over a year and a half preparing this merger proposal, and all of that work, effort, and resources are now out the window. The shareholders of both entities will most assuredly have some strong feelings about the lost time and energy on this merger. The Aetna shareholders have the added grievance of the breakup fee or termination fee that is being paid out which will eat into profitably totals as well.

The recent negative news speculation regarding some of the Medicare Advantage products also likely played a role in the eventual breakup of this merger. The uncertainty in Washington right now over the future of the federal government decision making regarding a potentially new national health plan also certainly had to have been factored into this situation as well.

This merger was originally proposed during the previous administration in Washington and it was designed to offset some of the conditions in the marketplace that were created by the Affordable Care Act. Those conditions pushed both Aetna and Humana to pursue a merger to synergize their operational capabilities and to streamline their costs in order to maximize profitability.

The court system and regulatory bodies had scrutinized this deal pretty harshly from the onset. The emphasis of any proposed merger in an area as crucial to the public domain as healthcare is going to be treated differently than if two companies wanted to merge to bake bread and cookies in a more efficient manner.

The backdrop to this situation is an American public that has a general distrust of health insurance carriers and is paying more out of their budget for healthcare related services than ever before. The American public also has seen wage stagnation and increased costs for other goods and services and senior citizens feel the budget squeeze; which all of these factors contributed to the opinion of the court that the merger would have had a significant impact on the price and competition in the marketplace.

Furthermore, another factor that makes this merger different than other proposed M&A activity that I have covered in the past is that the path forward is unclear. I can usually speculate in other proposals that may have gone sideways about the next move for the companies involved. The fact that the landscape in the healthcare industry is already so limited on the national level, it leaves both Aetna and Humana with very limited options.

The path for Aetna may be to look at some regional acquisition targets to improve their presence further in certain regions of the country, but that is an incremental move for sure, as they already have a pretty significant overall national profile.

The path for Humana may be to diversify some of their operational capabilities by reviewing some options to expand into other insurance products beyond Medicare Advantage. I am not sure how successful that path will be based upon the potential scrutiny some of those potential activities may be met with from the court system.

The potential changes to the national healthcare policy will eventually guide the decision making of both companies as they navigate the new terrain of the industry at that point.

In the end analysis, the scuttling of this merger, at least at first glance, seems to be the appropriate decision by both the court system and the corporations involved. It would have limited competition in the marketplace and had a negative impact on price increases for a consumer base that has grown very weary of that narrative.

The potential consequences of this ultimately unsuccessful deal could present overarching implications for future M&A activity in the healthcare industry and other industries in the months and years ahead.