...the possible acquisition of Medco Containment Services Incorporated (Medco). The Chief Operating Officer, Executive Vice President of Sales and Marketing, and the Chief Financial Officer have all stated their thoughts and concerns regarding this matter. It is my job to make the final recommendation to the Board of Trustees. Executive Summary Merck is a leading pharmaceutical manufacturer and Medco is a leading pharmacy benefits manager. Both companies have a strong hold on their piece of the market. In 1992, Merck had revenue of $9.7 billion while Medco recorded $2.2 in revenue.4 Benefits of the merger include: * Increased marketing potential through Medco’s accumulated data * Access into the Managed Care market * Decreased costs in sales and marketing efforts Risks include: * Merging of corporate cultures * Loss of R&D dollars due to subsidizing Medco * Regulatory and compliance threats. The stated price for the merger is $6.6 Billion. At the time of the merger, I would have recommended to the Board to proceed with the merger as benefits seem to out-weigh the risks. However, in looking back, due to the FTC findings stating the merger did create an unfair advantage to Merck, I would have to re-evaluate. Merck was unable to issue the intended Medco IPO which had a planned offer price of $20 to $22 per share. In 2003 announced its plan to spin off Medco to existing Merck shareholders for .1206 shares of Medco stock for every share of Merck...
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...recommendation to the Board is to approve the merger with Medco. Medco is one of the top benefit management companies and with the right preparation prior to merger the downside of the merger can be minimized. The potential upside given industry trends and where it is headed are too great to ignore. Medco’s position in the market and success as a company, have proven it would be a valuable asset. The insight it can give Merck and the access to the market to increase share and give insight to Merck’s drug treatments will be invaluable. MARKETING & SALES CONSIDERATIONS Currently Merck has to send out its own reps to doctors where Medco does the same to doctors and companies. This will eliminate that area for Merck and result in a $1 billion annual savings in redundant marketing costs by a reduction of Merck’s sales force by using the marketing strategies of Medco’s database and ideology of marketing to plan managers as opposed to doctors. OPERATERATIONAL CONSIDERATIONS Medco’s database that allows Merck to identify prescriptions that can be switched from competitors to their brand will help increase market share while weakening competition. Merck pharmacists will be able to suggest these switches to the patient’s doctor. FINANCIAL CONSIDERATIONS Medco has about 33 million customers in the United States and manages 95 million prescriptions a year for government, unions, insurance firms and companies. Revenues for Medco were $2.2 billion. OTHER FACTORS (REGULATORY ISSUES...
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...You Decide – Week 3 - Merck & Medco Answer Key (Week 3 – FI-561 – Mergers and Acquisitions) C5.1.1 The large growth of managed care has changed the face of the health care industry and impacted drug companies. The prescription decision making authority has shifted away from doctors to managed care and prescription benefits management company (PBM) administrators. With the expectation of managed care providers relying on only one major drug supplier, the benefits of a vertical integration are greatly increased and guaranteed one of the increasingly few distribution channels available. C5.1.2 The role of PBMs is to manage insurance claims, negotiate volume discounts with drug manufacturers and encourage use of certain drugs. They basically have the power, contracted to them by a managed care organization, to recommend a certain drug over others and thereby convince doctors to prescribe it. Further, through their monitoring role they analyze physician prescribing patterns and patient usage. PBMs can take action in trying to monitor costs which can influence the future drug use. C5.1.3 Medco's large database would allow Merck to (a) identify prescriptions which can be switched from a competitor's drug to a Merck drug and promote such a switch with managed care doctors thereby increasing the potential for sales; (b) identify and seek out patients who fail to refill prescriptions once again increasing sales; (c) utilize the database to determine which drugs...
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...MERCK ACQUISITION OF MEDCO Thomas Banks F561 Mergers & Acquisitions Professor Watson May 26, 2013 Introduction On July 28, 1993, Merck & Company, then the world’s largest drug manufacturer, announced that it planned to acquire, for $6.6 billion, Medco Containment Services Incorporated, the largest prescription benefits management company (PBM) and marketer of mail-order medicines in the United States. This merger reflected fundamental changes taking place in the pharmaceutical industry. GROWTH IN MANAGED CARE Managed care plans typically provide members with medical insurance and basic health care services, using volume and long-term contracts to negotiate discounts from health care providers. In addition, managed care programs provide full coverage for prescription drugs more frequently than do traditional medical insurance plans. Industry experts estimate that by the turn of the century, 90% of Americans will have drug costs included in some kind of managed health care plan, and 60% of all outpatient pharmaceuticals will be purchased by managed care programs. The responsibility for managing the provision of prescription drugs is often contracted out by the managed care organizations to PBMs. The activities of PBMs typically include managing insurance claims, negotiating volume discounts with drug manufacturers, and encouraging the use of less expensive generic substitutes. The management of prescription benefits is enhanced through...
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...You Decide: Merck’s Acquisition of Medco Stacey D. Lawson FIN 561: Mergers & Acquisitions Keller Graduate School of Management Professor Gene Smith Fall 2015 Executive Summary Merck & Co., Inc. is one of the largest pharmaceutical firms in the world. The company is known for its discovery, development, production, and marketing of products and services that are geared towards the maintenance and restoration of health. The company’s business focuses on two areas: human and animal health products and Services and Specialty Chemical products. Medco Containment Services, Inc. is one of the largest pharmacy benefits manager (PBM). The company was mainly responsible for the management of drug benefits for more than 65 million Americans whose prescriptions were filled at retail drug stores or the company’s mail order business. Merck’s acquisition of Medco was one of the largest health care industry mergers, as well as one the largest U.S. corporate unions in the early 1990’s (Olmos, 1993). In addition the merger provided Merck with access to Medco’s technology and information. With the merger they acquired more than 1,000 pharmacists who decided or advised physicians on how prescriptions should be filled (Tanouye, 1993). This merger allowed Merck to increase its pharmaceutical sales through the use of patient information from Medco’s database. The merger was expected to solidify Merck’s presence in the pharmaceutical...
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...You Decide Assignment on Merck’s Acquisition of Medco By Zankhana Desai FIN 561- Mergers and Acquisition Professor: Yvan Nezerwe Keller Graduate School of Management Table of Contents C5.1.0 Executive Summary…………………………………………….3 C5.1.1 The Major Driving Force of the Merck-Medco Acquisition.. 3-4 C5.1.2 The Role of PBM Companies……………………………….. 4-5 C5.1.3 Utilization of Medco’s Database……………………………. 5-6 C5.1.4 Competitive Reactions to Merck- Medco Acquisition ……. 6 C5.1.5 SWOT Analysis……………………………………………..6-8 C5.1.6 Impact on Marketing and Sales………………………….. 8-9 C5.1.7 Impact on Operational……………………………………..9- 10 C5.1.8 Impact on Financial Consideration………………………...10 C5.1.9 Benefits of the Acquisitions……………………………… 11 C5.1.10 Recommendations……………………………………… 12 References…………………………………………………… 13 C5.1.0 Executive Summary The purpose of this paper is to present the reader with an overview of the changing Health Care industry and the benefits of a vertical merger to the consumer with the Merger of Merck, the worlds’ largest drug manufacturer, and Medco Containment Services Incorporated, the largest most efficient prescriptions benefits management company. The merger would reflect the dynamic changes that have taken place in providing effective healthcare to consumers based on need rather than on insurance coverage. In essence two major players in the same industry would combine their attributes to better serve their clients...
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...You Decide: Case 5.1 Merck Acquisition of Medco You Decide: Case 5.1 Merck Acquisition of Medco When Merck & Company announced plans to acquire Medco Containment Services Incorporated in July, 1993, it signified the changes taking place in the pharmaceuticals industry. At the time, Merck was the world’s largest drug manufacturer and Medco was the leader in prescription benefits management (PBM). The responsibility for managing prescription drug provisions are increasingly contracted out to PBMs who, in turn, manage claims, negotiate discounts with drug manufacturers, and push generics. One could conclude that the prescription decision making process has shifted away from the doctor and is now being made by the PBMs. As a result, drug manufacturers are directing their marketing efforts to a few PBMs instead of thousands of doctors. It was anticipated that eventually the PBMs would begin to contract with one drug manufacturer instead of negotiating deals with several manufacturers. Therefore, firms with manufacturing, distribution, and prescription management capabilities will become the new industry leaders because of intense competition and lower profits. Merck’s goal should be to acquire capabilities and other resources to achieve a sustainable and competitive advantage (Weston, Mitchell, & Mulherin, 2004). Executive Committee Input The Merck Executive Committee consists of the Chief Operating Officer (COO), the Executive Vice President of Sales and Marketing...
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...Merck & Medco “The Merger” For 102 years of innovations, our company has thrived in the health-care arena and overcome the challenges and changes in the industry. Our researchers have helped the people around the world by finding new ways to treat and prevent illness and create healthier and brighter future for all people around the world. Today, Merck is the world’s largest drug manufacturer, thanks to the vision of the former management and directors who were able to see in the future and overcome all obstacles and competition and positioned the company as world leader. Ladies and gentlemen of the board, we are experiencing a rapid change in the industry of health-care and a different dynamic induced by the fierce competition not only in the U.S. but also all over the globe. Falling drug profits and increase spending in research and development are challenges that we have to face. As a result, analysts and CEOs in health-care share my view that there will be only few big drug makers left in the global market. Therefore, it is my job to find opportunities and growth to maintain our leadership and role in the industry and maximize our shareholders’ wealth. Merck’s acquisition of Medco is a bold step that will be the initiation of new era that will reshape the health-care industry and many rivals will follow in the future. After discussion with our top executives who casted their views and concerns over the merger. I have gathered information that weighed on my proposal...
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...You Decide: MERCK ACQUISITION OF MEDCO “Takeover can be both a problem and a solution”. However the merge between Merck & Company, the world’s largest drug manufacturer, which planned to acquire, for $6.6 billion, Medco Containment Services Incorporated, the largest prescription benefits management company (PBM) and marketer of mail-order medicines in the United States is a solution. As anyone may know, the increasing pace of merge activity during the past two decades is related to the power change forces listed in the textbook (Weston, P. 3). Even though overriding other forces are technological changes, which include computers, computers services, software, servers, and the many advances in information systems, including internet. However, Economies of scale, complementarities seems to be an efficiency gain to be achieved in order to stay competitive in the today’s economy characterized by the globalization. By the way, Lot of changes has taken place in the health care industry. And the most significant change involves the growth of managed care in the health care industry. Managed care plans typically provide members with medical insurance and basic health care services, using volume and long-term contracts to negotiate discounts from health care providers. In addition, managed care programs provide full coverage for prescription drugs more frequently than do traditional medical insurance plans. Industry expert’s estimate that by the turn of the century, 90% of Americans...
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...Keller graduate school of management | Acquisition recommendations for the merger of Medco and Merck | Professor Jeffery Hardin/ FI 561 | | Carthenia Turk | 3/18/2013 | Recommendations are being prepared to be present to the board of directors regarding Merck’s acquisition of Medco. I have gathered information form several key employees within the organization in order to determine whether the merger will be profitable and allow the company continued growth. This analysis will include supporting calculations regarding the two companies becoming one. | Ladies and gentlemen I have been given the task of providing my recommendations as to our company (Merck), acquiring Medco. An evaluation of both companies will be completed so that I can provide accurate feedback as to the pros and the cons of the proposed merger. There will also be an analysis performed to determine the cost effectiveness and the potential synergy of the combined companies. Included in this recommendation you will find a (DCF) discounted cash flow, this will determine whether or not the post-merger company will have the ability to overcome any opposition that be in question. I will also be discussing the proposed strategy that we intend to take, should we agree to the merger. We will explore what works well for each organization and the best way to combine those efforts to maximize on continued growth for the organization. We here at Merck, being the world’s largest drug manufacturer...
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...Merck Acquisition of Medco Study and Analysis Abstract Corporate mergers and acquisitions (M&A) have become popular across the globe during the last two decades due to globalization, liberalization, technological developments, and competitive business environment (Fisher & Siburg, 2009). The synergistic gains from M&A may result from efficient management, economies of scale, profitable use of assets, exploitation of market power, and the use of complementary resources (Mitchell et al, 2004). Theoretically it is assumed that mergers improve the performance of the acquiring firm due to increased market share and synergy impact. This paper reviews the acquisition of Medco Medco Containment Services, Inc. (Medco) by Merck & Company (Merck) and cites reasons for acquisition of Medco. Merck's acquisition of Medco represents a $6.6 billion bet on where the future of the pharmaceutical industry lies (Nichols, 1994). In today's managed-care environment, Vagelos (CEO of Merck in 1993) argues, the company that best controls the information flow from doctor to patient to pharmacist to plan sponsor has the greatest chance of succeeding. Medco has information on 38 million patients, which allows Merck to learn a lot more about how its drugs are prescribed and used and, ultimately, how effective they are in fighting disease. Owning Medco can also help Merck increase its market share in an industry in which no company has more...
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...| Merck-Medco | Analysis of an Acquisition | | | | | Merck-Medco Acquisition Analysis Executive Summary: Recommendation It is recommended that Merck tender a cash bid of $6.6 Billion dollars to acquire Medco Containment Services Inc. Marketing & Sales Considerations Medco currently maintains relationships with employers, plan sponsors, and managed care organizations and services over 33 Million individuals. The information collected on physician prescription practices, and patient records and refill tendencies will allow Merck to target their sales and marketing efforts to more effectively reach target markets. In addition, the data collected will be used to identify competitor drug deficiencies and pricing. Operational Considerations A combined Merck/Medco company would result in the control of the entire drug manufacturing and selling process. Merck would have the ability to manufacture drugs specific to each patients needs with collected information being used to research and develop new drugs for sale. Due to the vertical nature of this acquisition Merck will continue to be run independently of Medco so that each division can focus on executing on their strengths within the industry. Overlapping operations, such as marketing and sales, will be consolidated at an estimated after acquisition savings of $1 Billion. Financial Considerations As mentioned, it is recommended that the tendered bid be comprised of all cash. While this will...
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...Merck’s acquisition of Medco: Merger Analysis and Recommendation by Marzena Porebski . Table of Contents 1.0 INTRODUCTION 2 2.0 THE COMPANY OVERVIEW 3 2.1 Merck & Company 3 2.2 Medco Containment Services Inc. 5 2.3 The Companies Advantages 6 3.0 MERCK & MEDCO MERGER 7 3.1 Acquisition Details 7 3.2 Merger Analysis 7 4.0 CONCLUSION 11 5.0 APPENDIX 12 5.1 Financial Reports 12 5.2 Sales of Drugs and Prices 13 5.3 Merger and Acquisition Activity 14 5.4 Market Share 15 5.5 Additional Documents 15 6.0 References 15 1.0 INTRODUCTION Mergers and acquisitions occur because directors see benefits that could come from combining two or more businesses, which could improve the company’s overall financial performance. Mergers and related acquisitions have occurred in the United States in a series of waves over the last century or more, as can be seen on the chart in Appendix 5.3. Over time, mergers have become popular and in recent times, the growth has been steeper outside of the United States. One of many reasons why mergers occur is due to macroeconomic factors that contribute to a merger wave such as economic conditions, credit availability, industry shocks, government policy changes, competitive business environment, innovation, technological developments, or globalization (Thompson). Mergers and acquisitions can generate cost efficiency through economies of scale, can increase the revenue through gain in market...
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...Tyreece Whyte Fin 561 July 28, 2013 You Decide Case 5.1 Merck Acquisition of medco The merger between Merck and Medco will create a competitive advantage that will allow for long term survival and increase its competitive position by aligning with a PBM. In reaction to the merger between Merck company and Medco Smithkline Beecham and Roche Holding Limited announced their plans to acquire United healthcare and Syntex Corporation health systems in anticipation of the merger. By acquiring Medco, Merck will be a pioneer in the pharmaceutical and drug industry. Medco computer profile of 33 million customers that amounts to 26% of all people covered by pharmaceutical benefit plans, 100 fortune 500 companies, federal and state benefit plans and 58 blue cross/blue shield groups and insurance companies will give Merck an opportunity to identify prescriptions that could be switched from a competitor. Which will increase sales, identify patients who did not refill their prescriptions and provide proof that Merck drugs are worth the premium. The combination of medical records and who takes what pill will allow Merck to establish the supremacy of their products. Other benefits include a $1 billion annuals savings in marketing operations and a more precise marketing strategy. The marketing strategy will allow Merck to reduce sales force and focus on a marketing plan to managers instead of doctors. Some reasons for the merger are experts predict that managed care providers...
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...Merck & Medco You Decide Assignment Merck’s acquisition of Medco: Merger Analysis and Recommendation by Marzena Porebski . Table of Contents 1.0 INTRODUCTION 2 2.0 THE COMPANY OVERVIEW 3 2.1 Merck & Company 3 2.2 Medco Containment Services Inc. 5 2.3 The Companies Advantages 6 3.0 MERCK & MEDCO MERGER 7 3.1 Acquisition Details 7 3.2 Merger Analysis 7 4.0 CONCLUSION 11 5.0 APPENDIX 12 5.1 Financial Reports 12 5.2 Sales of Drugs and Prices 13 5.3 Merger and Acquisition Activity 14 5.4 Market Share 15 5.5 Additional Documents 15 6.0 References 15 1.0 INTRODUCTION Mergers and acquisitions occur because directors see benefits that could come from combining two or more businesses, which could improve the company’s overall financial performance. Mergers and related acquisitions have occurred in the United States in a series of waves over the last century or more, as can be seen on the chart in Appendix 5.3. Over time, mergers have become popular and in recent times, the growth has been steeper outside of the United States. One of many reasons why mergers occur is due to macroeconomic factors that contribute to a merger wave such as economic conditions, credit availability, industry shocks, government policy changes, competitive business environment, innovation, technological developments, or globalization (Thompson). Mergers and acquisitions can generate cost efficiency through economies of scale, can increase the revenue through gain in...
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