Express Scripts 2011 Annual Report Download - page 33

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Express Scripts 2011 Annual Report 31
the merger. If we are unable to obtain sufficient financing or other sources of capital, we may be subject to significant
monetary or other damages under the Merger Agreement as a result of our breach.
The market price of our common stock may decline as a result of the merger with Medco.
The market price of the common stock of our company or the combined company may decline as a result of the
merger if, among other things, we are unable to achieve the expected growth in earnings, or if the operational cost savings
estimates in connection with the integration of Medco’s business with ours are not realized, or if the transaction costs
related to the merger are greater than expected, or if the financing related to the transaction is on unfavorable terms. The
market price also may decline if we do not achieve the perceived benefits of the merger as rapidly or to the extent
anticipated by financial or industry analysts or if the effect of the merger on our financial results is not consistent with the
expectations of financial or industry analysts.
The merger will substantially reduce the percentage ownership interests of our current stockholders; it may not be
accretive and may cause dilution to our earnings per share, which may negatively affect the market price of our common
stock.
If the merger is completed, based on the closing price of our stock on December 31, 2011, we will pay
approximately $25.9 billion and issue approximately 363.4 million shares of stock of New Express Scripts to Medco’s
stockholders, and Medco’s stockholders are expected to hold approximately 41% of the common stock of New Express
Scripts after the merger. We currently anticipate that the merger will be accretive to our earnings per share. This
expectation is based on preliminary estimates which may materially change. We could also encounter additional transaction
and integration-related costs or other factors such as the failure to realize all of the benefits anticipated in the merger, or
unforeseen liabilities or other issues existing or arising with the business of Medco or otherwise resulting from the merger.
All of these factors could cause dilution to our earnings per share or decrease or delay the expected accretive effect of the
merger and cause a decrease in the price of our common stock.
Item 1B—Unresolved Staff Comments
There are no unresolved written comments that were received from the SEC Staff 180 days or more before the end
of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934.