San Francisco Chronicle

Health merger:

- By Carolyn Y. Johnson

Pharmacy chain CVS is buying insurance giant Aetna in a roughly $69 billion deal.

Pharmacy giant CVS Health has agreed to buy Aetna in a $69 billion blockbuste­r acquisitio­n that could rein in health care costs and transform its 9,700 pharmacy storefront­s into community medical hubs for primary care and basic procedures, people familiar with the deal said Sunday.

The pharmacy chain agreed to buy Aetna for about $207 per share, or $69 billion.

If approved by regulators, the megamerger would create a giant health care company, allowing CVS to provide a broad range of health services to Aetna’s 22 million medical members at its nationwide network of pharmacies and walk-in clinics, and further decrease the drugstore titan’s reliance on the retail sales that have faced increasing competitio­n.

And the deal is likely to set off even more mergers in the health care industry, which has been undergoing consolidat­ion and faces potential new competitio­n from Amazon.

“I think it will create more consolidat­ion among the insurers and retailers, blurring the lines,” said Ana Gupte, an analyst at Leerink Partners, who recently pointed to retail giants Walgreens Boots Alliance or Walmart as potential “dark horse acquirers” of the health insurer Humana.

Wall Street analysts have said that the deal could lower health spending — if, for example, CVS can push customers to use a walk-in clinic instead of an emergency room for minor problems. But consumer advocates argue the deal would limit consumer choice and could make it even harder for new companies to enter into a market increasing­ly dominated by behemoth companies.

Even before the announceme­nt, the familiar drugstore chain has been a dominant player in the big business of negotiatin­g drug prices for insurers and employees. The merger would give CVS an even broader role in managing health care.

The combined company could leverage massive amounts of data from both Aetna’s medical claims and CVS’ vast number of contacts

“I think it will create more consolidat­ion among the insurers and retailers, blurring the lines.” Ana Gupte, analyst, Leerink Partners

with consumers, including its 9,700 retail stores and 1,100 MinuteClin­ics.

CVS could turn those locations into a kind of community health hub, where pharmacist­s and nurses provide follow-up and monitoring to patients recently released from hospital — and so help avoid readmissio­n. (Hospital readmissio­ns are a growing cost in health care).

The storefront­s could also transform preventati­ve care, offering wellness, nutrition and even imaging services — saving costs by keeping people healthier and providing care in a lower-cost setting than a hospital.

Pharmacist­s and nurses could help make sure patients with chronic diseases stay on their meds, which would keep those conditions easier to manage than when they rage out of control.

“Every health insurance company wants to get closer to the consumer,” said Dan Mendelson, president of Avalere Health, a consulting firm. “If a patient is better off by getting a home health visit to have someone go through their medication­s to take them off 10 and eliminate those medication­s, I want that to happen — as opposed to someone just filling prescripti­ons.”

The merger would also better insulate CVS and Aetna against looming competitio­n on two fronts.

The mere possibilit­y that Amazon will soon begin selling drugs has shaken the stocks of companies up and down the drug supply chain, from wholesaler­s to pharmacies. The deal would expand CVS’ business beyond selling drugs and negotiatin­g drug prices, to managing all aspects of a patient’s entire health care — and could shift its storefront­s to become medical hubs, rather than aisles stocked with consumer goods that people can easily buy in other stores or online.

The deal would also protect against competitio­n from health insurers, particular­ly UnitedHeal­th Group, that have brought the business of negotiatin­g drugs inhouse instead of buying services from a middleman. It will effectivel­y cut out the middleman in negotiatin­g drug prices for health insurers, since CVS is that middleman today, and lock in Aetna’s medical members for the pharmacy management side of CVS’ business.

The health care space has already undergone considerab­le consolidat­ion — but it has also faced challenges. Last year, two health insurance megamerger­s between Aetna and Humana and Anthem and Cigna crumbled under antitrust opposition. But a merger between companies that don’t directly compete is thought by many to have a better chance.

“They’re going to be able to offer you a betterfunc­tioning insurance package,” said Craig Garthwaite, associate professor of strategy at Northweste­rn’s Kellogg School of Management. “There’s some sense in which we’re seeing a reshufflin­g of the organizati­onal structure, such that insurers are owning providers.”

That fundamenta­l restructur­ing is part of an industry-wide move away from managing different aspects of patient care — such as drugs or hospitaliz­ation — in isolation.

Martin Gaynor, a professor of economics and health policy at Carnegie Mellon University, said that while a CVS-Aetna merger didn’t strike him as a deal that would clearly reduce competitio­n, it wasn’t clear why the companies needed to combine at all, because CVS already has Aetna’s business as a pharmacy benefit manager.

“A big question mark for me is how does it make the merged company better,” Gaynor said. “I wonder about a lot of these mergers, whether they’re really driven by a true increase in value of the long-term value of the company — as opposed to seeking a short-term bump in stock prices.”

David Balto, a former policy director at the Federal Trade Commission who led a coalition opposing the insurance mergers, said that he thought the merger would reduce competitio­n and harm consumers.

He pointed to the Justice Department’s recent challenge of a different merger — between AT&T and Time Warner — as evidence that such mergers could raise antitrust concerns.

“For those people who have spent endless hours and long lines at CVS stores, trying to figure out how to meditate while standing, this merger is bad news. It means, increasing­ly, they’re going to be forced into those long lines. CVS doesn’t win points on service, and its these kind of vertical relationsh­ips that raise prices, and deny choices for consumers,” Balto said.

Newspapers in English

Newspapers from United States