Follow Up: CVS Merger With Aetna Under Scrutiny

The recent developments with the Federal court system and Judge Richard Leon have the potential to rollback the $70 billion merger of CVS with Aetna. In other posts on this site, this merger has been detailed from the beginning.

The renewed scrutiny from Judge Leon centers on the condition of the sale went it was originally approved which states that Aetna would be required to sell Medicare prescription drug plans that they currently administer. That was the deal made with the anti-trust regulatory bodies involved in this blockbuster merger.

The hearing is set for Thursday, when Judge Leon plans to hear testimony from various entities including representatives of the American Medical Association (AMA), who are opposed to the merger. Judge Leon is attempting to determine whether the sale of Aetna to CVS is within the public interest.

CVS is a large retail pharmacy chain and healthcare provider that also manufactures their own product lines. Aetna is a huge health insurance company with a Pharmacy Benefit Manager (PBM) arm as well. The deal from the beginning has struck some in the general public as a conflict of interest.

Earlier this week, another prominent judge called the potential for the CVS-Aetna deal to be reversed “catastrophic” to the industry. The merger is seen as lifeline of sorts for both companies amid a changing healthcare landscape that Amazon has shifted already and is looking to tilt completely in the coming years.

The move is seen as necessary to bring a stream of steady foot traffic through the CVS retail stores which they will need to compete with Amazon. This will be achieved by funneling those with Aetna health insurance coverage to have their prescriptions filled by CVS.

In an earlier piece, I detailed the potential pitfalls to that approach and I maintain that it is unfair to limit the choice of a consumer especially with healthcare related products that might put them into a scenario that is very inconvenient for them or a family member that is covered under their policy.

The proponents of this deal moving ahead will point to the recent struggles of Walgreens and their revised earnings adjustments as well as their recent adjustments to their overall annual forecast, which was revised down due to a decrease in customer traffic through the brick and mortar locations primarily. The industry media folks and the financial analyst types were speculating that Walgreens has to do something, they have to make a move to essentially “lock in” a customer base for prescriptions similar to the Aetna – CVS agreement.

The detractors will state that the insurance providers for healthcare should not be mingled with the retail pharmacy giants because of the changes it will bring to consumer choice, potentially to pricing of medications, and a host of other concerns. They would also maintain that Walgreens would be met with resistance if they tried a similar path to CVS.

It also should be noted that Walgreens expended time, energy, and money on a long-term pursuit of merging with Rite Aid, which met with so much push back that it was eventually disbanded by Walgreens. Then, Walgreens spent money to obtain many Rite Aid locations and transition them to the Walgreens brand in order to strategically grow their presence in certain markets.

The speculation will continue around United Health Care (UHC) being one of the last major health insurance players left that could become a partner for Walgreens, though it is difficult to see that they would sink money into a merger proposal until they have the precedent of the CVS-Aetna deal to utilize to their advantage.

The implications for this hearing today and the decision that rests with Judge Leon will have far-reaching consequences in either way he decides to proceed. The approval of the merger with the conditions would set CVS up to grow their customer base and could give Walgreens the proof it needs to move forward in a new direction of their own, given their current situation.

The deal could be scuttled which would send shockwaves through the industry and potentially give Amazon an advantage for entry into the market. It will be fascinating, so stay tuned.

(some background information courtesy of Reuters, Barron’s, and Fox Business)

The Next Chapter For Rite Aid or Is it the Last Chapter?

The past few years have featured some major mergers and consolidations across a variety of business segments. It is rare to have a proposed “mega merger” result in a change of course, but in the case of the Walgreens deal to merge with Rite Aid in the retail pharmacy space, that is exactly what transpired.

Walgreens, after repeated attempts to find ways to satisfy the anti-trust regulators, announced that they had disbanded their pursuit of a merger with Rite Aid. The most recent proposed framework of the acquisition had Walgreens and Rite Aid both selling store locations to a Southeastern based retail drug store and discount store chain, Fred’s, done in pieces through a series of transactions.

The proposed framework left regulators and industry analysts concerned that Fred’s could essentially double the size of their company overnight and not sustain any major setbacks.

The proposal also left many in the government regulatory positions feeling unsettled with the potential size of the combined Walgreens/Rite Aid chain and the impact that could have on the consumer. The combined entity would also have tremendous influence with pharmaceutical distributors regarding price and other factors, which made interested parties in the pharmaceutical area very concerned as well.

In the end analysis, Walgreens determined that it was no longer a viable pathway to grow their business, and the proposal with Rite Aid was terminated. The transactions with Fred’s never took place, and the whole deal fell apart very rapidly. The natural next question is: what is the next step for Rite Aid?

Rite Aid has sustained five straight losing quarters and their stock has lost a significant amount of value. They will receive $35 million from Walgreens in a termination fee because the merger was scuttled. Rite Aid also announced it will sell about half of their store locations in their current business footprint. Many of those stores will be sold to Walgreens, which is a strange turn of events because regulators were concerned about Walgreens getting bigger if the merger was approved.

Walgreens stands to gain more store locations in certain markets because the merger was scrapped. Some investment analysts maintain that Rite Aid could turn their business around because they will have streamlined their operations to focus on just half the amount of store locations than they have in their current footprint once the sale of the store locations becomes final.

Conversely, some investment analysts and industry experts are concerned that Rite Aid has serious issues and that the company will still fail, despite the efforts to streamline their business operations. The sale of some of these locations will relieve some of the debt load for Rite Aid, but they still have some significant hurdles to overcome.

The strategic decision by Rite Aid to sell all their locations in certain marketplaces will certainly help the company to remain focused on their core customer bases in the Northeast and along parts of the East Coast. The distribution systems should improve in this streamlined approach, and the distribution network will be far more targeted which will also provide cost savings.

Rite Aid is a staple brand in the retail drug store channel, especially in the Northeast. The future of the company is reliant upon their marketing efforts to reconnect with their core customer base in that geographic market. They will also face external pressures from much larger competitors such as CVS/Caremark, Wal-Mart, and Walgreens.

The opportunity for Rite Aid to merge with another competitor is still a possibility, but the best opportunity for their brand was to merge with Walgreens. It is going to be difficult to find another partner that would not want to just swallow them whole, and the other chains are essentially too small to make an impact on their competitive position in the industry segment.

The decision to streamline their operation will, at the very least, buy them some time to reevaluate their options. The next chapter for Rite Aid appears to be a return to their roots, and to focus on their key strategic markets in the Northeast. It remains to be seen if this change in strategy can be enough to bring the company out of the slump that they have been mired in for several months.

It remains to be seen if this next chapter is the last chapter for yet another iconic American brand in an increasingly competitive retail landscape.