CVS to Acquire Universal American Medicare Drug Unit

January 02, 2011 at 07:00 PM
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CVS Caremark Corp. hopes to double the size of its own Medicare Part D prescription drug business by acquiring the Medicare Part D business of Universal American Corp.

CVS Caremark, Woonsocket, R.I. (NYSE:CVS), has negotiated a buyout agreement that calls for it to acquire all of the outstanding stock of Universal American, Rye Brook, N.Y. (NYSE:UAC).

CVS Caremark would keep the Universal American Medicare Part D business, then give the Universal American shareholders 100% of the shares of "NewCo," a newly formed public company, that would hold all other Universal American operations.

"NewCo" would emerge owning the Universal American Medicare Advantage and insurance businesses, with "substantially the same management" that Universal American now has.

CVS Caremark now has about 1.2 million Medicare drug plan enrollees; Universal American has about 1.9 million Medicare drug plan enrollees.

CVS Caremark says the base price it expects to pay for

the Universal American Medicare drug business would be $1.25 billion.

CVS Caremark would add an adjustment for the excess capital in the entities that operate the Universal American Medicare drug plan business and subtract an adjustment for Universal America's outstanding debt and trust preferred securities.

The Universal American Medicare drug plan entities ended 2010 with about $150 million in excess capital, and Universal American has about $340 million in outstanding debt and trust preferred securities, Universal American says.

Universal American shareholders could end up getting about $12.80 to $13 in cash per share along with 1 share of NewCo stock per Universal American common share.

Universal American shares have been trading for about $20 per share.

CVS Caremark and Universal American are hoping to get the regulatory and Universal American shareholder approvals they need to close on the deal by June 30.

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