Icahn rips Cigna plan to buy Express Scripts
Activist investor starts proxy fight against $54B deal.
Activist investor Carl Icahn said shareholders in Cigna should vote against the $54 billion takeover of pharmacy-benefits firm Express Scripts Holding because the health insurer is “dramatically overpaying” for a company facing existential threats.
“Cigna management is offering to pay an all-time high price for a company that, as a result of secular changes, is currently standing on very dangerous ground,” the billionaire wrote in an open letter to shareholders on Tuesday. “It’s a travesty to complete this deal.”
Icahn, who disclosed a 0.56 percent stake in Cigna, said the health insurer should pursue a multiyear partnership with a firm such as Express Scripts — which helps insurers and employers manage their prescription-drug benefits — instead of a takeover, and use its cash to buy back shares.
Cigna agreed in March to a cash-and-stock deal for Express Scripts with the goal of streamlining different parts of the health-care system by bringing them under one roof, saving money for clients of the combined firm.
The activist investor filed proxy material with regulators Tuesday soliciting votes against the deal, and to oppose postponing a special shareholder meeting slated for Aug. 24 if the company doesn’t have sufficient support for the transaction.
Launching the proxy fight with little more than two weeks till the vote is an unusual move for the activist. Such campaigns typically kick off months in advance to allow sufficient time to solicit other shareholders’ backing.
A Cigna representative didn’t return requests for comment. Brian Henry, an Express Scripts spokesman, said Tuesday that the company is well-positioned for growth and remains confident in the deal.
“We delivered solid second-quarter earnings, raised our guidance for client retention, and our expectations for prescription claims volume growth in our core business,” he said in an email.
Icahn criticized the rationale behind the proposed tie-up.
“We strongly disagree with the idea that Cigna’s only route to offering a more integrated solution is to make a $60 billion leveraged bet on a company with as many challenges as Express Scripts,” he wrote. Cigna’s stock could advance to become worth more than $250 a share “in a reasonable time frame,” while Express Scripts is currently worth less than $60 apiece, he argued.
Icahn said he believed Express Scripts faces a number of challenges, including regulatory hurdles stemming from opposition to its “highly flawed” rebate system that will dramatically reduce its profitability. The company also faces potential competition from the likes of Amazon.com and from former and existing customers, such as Anthem, which could establish their own competitive service.
“When Amazon starts to compete, as we believe they will with their 100 million Prime users and scale distribution system, they will have no trouble breaking into the so-called ‘ecosystem,’” Icahn’s letter said. “With lower prices, the beneficiary will be American consumers, not the owners of Express Scripts.”
The Trump administration has targeted pharmacy benefit managers, which are intermediaries in the drug-supply business, as it works to lower prescription-drug prices. PBMs negotiate rebates from drugmakers and have been criticized for keeping some of the funds instead of passing them to consumers or employers.