Daily News: December 4, 2017

Barclays, Others Provide $49B Financing for CVS Aetna Buy

CVS Health will acquire all outstanding shares of Aetna for a combination of cash and stock. Under the terms of the merger agreement, which was unanimously approved today by the boards of directors of each company, Aetna shareholders will receive $145 per share in cash and 0.8378 CVS Health shares for each Aetna share.

The transaction values Aetna at approximately $207 per share or approximately $69 billion. Including the assumption of Aetna’s debt, the total value of the transaction is $77 billion.

CVS Health President and CEO Larry J. Merlo said, “This combination brings together the expertise of two great companies to remake the consumer health care experience. With the analytics of Aetna and CVS Health’s human touch, we will create a health care platform built around individuals. We look forward to working with the talented people at Aetna to position the combined company as America’s front door to quality health care, integrating more closely the work of doctors, pharmacists, other health care professionals and health benefits companies to create a platform that is easier to use and less expensive for consumers.”

Under the terms of the merger agreement, each outstanding share of Aetna common stock will be exchanged for $145.00 in cash and 0.8378 shares of CVS Health common stock. Upon closing of the transaction Aetna shareholders will own approximately 22% of the combined company and CVS Health shareholders will own approximately 78%. The transaction is expected to close in the second half of 2018. It is subject to approval by regulators and CVS Health and Aetna shareholders, along with other customary closing conditions.

CVS Health intends to fund the cash portion of the transaction through a combination of existing cash on hand and debt financing. The transaction will not be contingent upon receipt of financing. Barclays,Goldman Sachs and Bank of America Merrill Lynch are providing $49 billion of financing commitments.

Barclays, Goldman Sachs and Centerview Partners are serving as financial advisors to CVS Health and its board of directors. The company was advised on legal matters by Shearman & Sterling, Dechert and McDermott Will & Emery. Lazard and Allen & Company are serving as financial advisors to Aetna, with Evercore serving as financial advisor to its board of directors and Davis Polk & Wardwell acting as its legal advisor.