catamaran optum merger

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UnitedHealth Group acquires Catamaran for $12.8 billion

UnitedHealth Group’s announcement that its free-standing pharmacy care services business, OptumRx, will merge with Catamaran Corp., the fourth largest pharmacy benefit manager in the U.S., makes sense, according to industry experts.

UnitedHealth Group’s announcement that its free-standing pharmacy care services business, OptumRx, will merge with Catamaran Corp., the fourth largest pharmacy benefit manager (PBM) in the U.S., makes sense, according to industry experts.

UnitedHealth Group  plans to acquire  Catamaran for about $12.8 billion in cash, the Wall Street Journal reported.

“This is a smart acquisition well aligned with UnitedHealth’s strategy-increasing their market power, adding to their suite of technology and benefit management offerings, further diversifying their non-risk business, and better positioning them for the rapidly changing post-ACA delivery system and specialty pharmacy market,” says Kip Piper, MA, FACHE, advisor with Sellers Dorsey , a Medicaid consultancy in Washington, D.C.  “It will increase their already formidable leverage in pharma, biotech, and pharmacy price negotiations. UnitedHealth will no doubt take advantage of the wealth of data, IT savvy, and diverse client base Catamaran brings to the deal.”

This merger is consistent with the types of consolidation being seen within the industry, according to Robert Taketomo, PharmD, MBA, president and CEO, Ventegra .

“However, it remains to be seen in this particular case how the desired efficiencies from scale will impact the ability to adapt to a healthcare environment in flux, and how potential channel conflict with health plan clients will be addressed,” Taketomo says.

The agreement calls for the acquisition of Catamaran’s outstanding common stock for $61.50 per share in cash. The transaction is expected to close during the fourth quarter of 2015, subject to Catamaran shareholders’ approval, regulatory approvals and other customary closing conditions. The combination diversifies OptumRx’s customer and business mix, while accelerating its technology leadership and flexible service offerings.

NEXT: Purchase details

The acquisition is expected to be accretive to UnitedHealth Group’s net earnings in the area of $0.30 per share in 2016. UnitedHealth Group plans to finance the acquisition from existing cash resources and new debt. The company affirmed its $6.00 to $6.25 per share earnings outlook assuming the absorption of all merger costs, the ongoing commitment to advance its dividend policy as planned, and a continued but moderated level of share repurchase.

“It is generally acknowledged that most such takeovers result in a transfer of wealth or value from the acquirer's shareholders to the seller's shareholders. As such, it is a good deal for Catamaran,” says Mark O. Dietrich, CPA/ABV, cpa.net , a certified public accounting firm specializing in healthcare valuation, and author of “The Financial Professional's Guide to Healthcare Reform.” “Initial reaction in the market, however, was positive for United with its share price increasing, so perhaps this deal will be an exception.

“Pharmacy costs represent a significant portion of healthcare spending in the United States, reportedly rising 12% last year, and cost control is critical,” Dietrich adds. “The pharmacy chain CVS controls one large PBM, while its competitor Walgreens sold its PBM. At least from a standard view of economics, it would appear to make more sense to have PBMs under insurer control rather than the control of the industry they attempt to manage the costs of.”

This combination is expected to create a dynamic competitor in the PBM market by combining the strengths of Catamaran’s industry-leading technology platform with the data and analytics capabilities of Optum. The combined company is expected to deliver an innovative and compelling consumer and payer services offering that will link demographic, lab, pharmaceutical, behavioral and medical treatment data to engage individuals to make better decisions as they seek the best, most effective care and improve compliance with pharmaceutical use and care protocols.

Given the business imperatives of post-Affordable Care Act policy and market environment, super low cost of capital, large corporate cash reserves, the increasing power of data and technology, and intense pressures on pricing and cost efficiency, the industry can expect more M&A activity in many segments of healthcare, according to Piper. 

“The marketplace is ripe for further vertical and horizontal consolidations in the drug supply chain and beyond,” Piper says.

“Consolidation leads to fewer choices for the users of PBMs, which of course include managed care executives,” Dietrich says. “Pharmacy costs and formularies are one element of a managed care plan's product design and may contain features regarded as competing with other managed care plans. For plans presently using, for example, United's OptumRx, a competing plan may be using Catamaran. Now, both competing managed care plans would be serviced by the same PBM.”

NEXT: OptumRx's approach

OptumRx’s advanced Clinical Synchronization approach connects pharmacy and care management systems, processes and teams to create deeper insights for higher quality, more consistent and compliant patient outcomes and savings for individuals and plan sponsors. Synchronization presents the entire patient health profile, rather than discrete pieces of an individual’s profile – a distinctive and critically important capability given the growth in U.S. spending on specialty pharmaceuticals.

Catamaran offers retail pharmacy network management, mail service pharmacy, pharmacy claims management and patient-centric specialty pharmacy services to a broad client portfolio, including health plans and employers, as well as healthcare information technology solutions to the industry. In 2015 Catamaran expects to fulfill more than 400 million prescriptions which, combined with OptumRx’s roughly 600 million annual scripts, will enable the combined entity to be a competitive force in the PBM industry. Enhanced purchasing and administrative improvements from the combination are expected to drive substantial value, with the majority of savings expected to directly benefit clients and individuals through reduced costs for prescriptions and enhanced pharmaceutical services.

Both companies have distinctive, rapidly growing specialty pharmacy services businesses. The combined organization will help customers manage the complex costs and outcomes as this portion of the pharmaceutical market expands from an estimated $100 billion in revenues in 2014 to potentially $400 billion annually by 2020.

“With pharmaceutical costs rising rapidly and the increasing prevalence of expensive specialty drugs targeting rare conditions, pharmacy costs are likely to represent an increasing share of healthcare spending in the future,” Dietrich says. “The PBM companies that control access to millions of insureds will play a critical role in determining pricing and insurance premiums.”

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UnitedHealth to buy pharmacy benefit firm Catamaran for $12.8 billion

By Sneha Banerjee (Reuters) - Health insurer UnitedHealth Group Inc agreed to buy Catamaran Corp in a deal worth about $12.8 billion to boost its pharmacy benefit business as it competes with bigger rivals such as Express Scripts Holdings Co . Pharmacy benefit managers (PBM) administer drug benefits for employers and health plans and run large mail order pharmacies, helping them get better prices from drugmakers. As employers look to cut prescription costs on expensive drugs, the deal with Catamaran will give UnitedHealth's pharmacy benefits unit, OptumRx, the scale to negotiate favorable prices from pharmacy companies. U.S. drug prices rose 12 percent in 2014 due to a new treatment for hepatitis C that cost more than $80,000 but cured almost all recipients with few side effects. Another new class of drugs, to treat high cholesterol, is expected to hit the market in 2015 and has insurers worried about drug costs this year as well. The purchase of Catamaran will increase UnitedHealth's market share to 15 percent to 20 percent of the people who receive their drug benefits through pharmacy benefit managers, BMO Capital Markets analyst Jennifer Lynch said in a research note. With a combined 1 billion scripts annually, UnitedHealth will be about the same size as current industry number two, CVS Health Corp , she added. Catamaran was formed after SXC Health Solutions and PBM Catalyst Health Solutions merged in 2012. UnitedHealth's offer of $61.50 per share represents a premium of 27 percent to Catamaran's Friday close on the Nasdaq. Catamaran's stock was trading at $60.01 premarket on Monday, while UnitedHealth was up nearly 4 percent. The deal "makes sense to us, but admittedly came much earlier than we expected," Jefferies analyst Brian Tanquilut said in a research note. "We had always viewed Catamaran as a compelling asset for companies looking for scale in the PBM sector such as Optum or Walgreens but expected Catamaran to grow the business much further before pursuing a sale." He added that the offer seemed adequate and he did not expect competing bids at this point. The deal value is based on Illinois-based Catamaran's total diluted shares outstanding as of Dec. 31. The transaction is expected to close in the fourth quarter of 2015 and add about 30 cents per share to UnitedHealth's profit in 2016, the companies said. Catamaran Chief Executive Officer Mark Thierer will be CEO of OptumRx and OptumRx CEO Timothy Wicks will become president. (Additional reporting by Caroline Humer in New York; Editing by Savio D'Souza, Saumyadeb Chakrabarty and Meredith Mazzilli)

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UnitedHealth Group to Buy Catamaran in $12.8 Billion Pharmacy Benefits Deal

By David Gelles

• March 30, 2015

Two pharmacy benefits managers are combining forces in an effort to negotiate better deals with pharmaceutical makers, a move that could in theory lead to lower drug prices for consumers.

A unit of the UnitedHealth Group said it had agreed to acquire the Catamaran Corporation in an all-cash deal worth nearly $13 billion, the companies announced on Monday.

UnitedHealth will pay $61.50 a share for Catamaran, a 27 percent premium over Friday’s closing price of $48.32 a share. It is the latest big acquisition in the health care industry, which is in the midst of a surge of deal activity. And it represents a further consolidation of the pharmacy benefits management business.

Last month, Rite Aid, a big pharmacy chain, acquired Envision Pharmaceutical Services , for $2 billion in cash and stock.

Catamaran, which is based in Schaumburg, Ill., will be combined with UnitedHealth’s pharmacy services business, OptumRx. Catamaran manages more than 400 million prescriptions each year on behalf of 35 million people — or about one in every five prescription claims in the United States.

The combined company will face off against other big pharmacy benefits managers, including Express Scripts and CVS Caremark.

“We believe this combination will create significant value for health plan, government, third-party administrator and employer customers and, most importantly, the individual consumers who depend on us for accurate, affordable and convenient pharmacy benefit products and services,” Larry Renfro, chief executive of Optum, said in a statement.

UnitedHealth said the deal would add 30 cents a share to its net earnings in 2016. UnitedHealth plans to finance the acquisition from existing cash resources and new debt.

The deal is subject to approval by Catamaran’s shareholders and regulators, who may take a close look at an increasingly concentrated industry.

But even as it consolidates, the business is growing, too. Managing pharmacy benefits is expected to quadruple to a $400 billion market in 2020, up from $100 billion last year.

Mark Thierer, Catamaran’s chairman and chief executive, will become chief executive of OptumRx, while Timothy Wicks, the current chief executive of OptumRx, will become president.

“Our board of directors carefully considered a variety of strategic options and unanimously concluded that this combination is clearly in the best interests of our shareholders,” Mr. Thierer said. “Together, we believe we will have the talent, scale, technology resources and innovative spirit.”

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OptumRx-Catamaran merger brings further consolidation to US pharma market

$12.8-billion acquisition will bring 1 billion precriptions/year under one PBM's management

Drugs are prescribed by physicians, but increasingly, the price and availability of those drugs are dictated by the pharmacy benefit managers (PBMs). With the proposed acquisition of Catamaran (Schaumburg, IL) by OptumRx, the PBM arm of United Health (New York), the number three PBM (OptumRx) solidifies its position by buying the No. 4 PBM. There had been a trend in recent years of health insurers unloading their PBM businesses (one of Catamaran’s main clients—at least for now—is health insurer Cigna); the OptumRx acquisition, to a degree, reverses that trend. Simultaneously, more of the chain-drugstore channel is hooking up with PBMs; witness last month’s announced acquisition of EnvisionRx by Rite Aid.

The top three PBMs represent exactly two-thirds of the prescription market, and the top seven (now six) represent 92%, according to data on “equivalent prescriptions dispensed” collected by Adam Fein at DrugChannels.net :

• Express Scripts
• CVS/Caremark

The OptumRx-Catamaran announcement noted that one of the drivers for the acquisition is that “Enhanced purchasing and administrative improvements from the combination are expected to drive substantial value, with the majority of savings expected to directly benefit clients and individuals through reduced costs for prescriptions and enhanced pharmaceutical services.”

One element of the PBM-pharma relationship is that several PBMs, including market leader Express Scripts (through its CuraScript distribution business) and Optum (a sister company of OptumRx) provide consulting and drug-development services to pharma. Optum’s website notes that it “supports “hundreds of life sciences companies as they research and develop new treatments.” The ability to quantify clinical outcomes, and to obtain patients for clinical trials, increasingly derives from data generated by PBMs’ and their payer-clients’ investments in healthcare data systems. Such “coopetition” is not unique; the Big Three drug wholesalers all have divisions that provide fee-based services to manufacturers, even as they haggle over the pricing of drugs they purchase. How pharma business managers operate in this ever-more constrained market is the big issue.

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