The Mercury News

CVS to buy Aetna in $69B pairing

Pharmacy giant plans to transform 9,700 stores into walk-in clinics

- By Carolyn Y. Johnson

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 mega-merger 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 walkin clinics, and further decrease the drug store 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 make it even harder for new companies to enter into a market dominated by behemoth companies.

Even before the announceme­nt, the familiar drug store 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’s vast number of touchpoint­s to 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 also could transform preventive 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.

“Every health insurance company wants to get closer to the consumer,” said Dan Mendelson, of Avalere Health, a consulting firm.

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

The mere possibilit­y that Amazon soon will 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’s business beyond the business of 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 also would protect

against competitio­n from health insurers, particular­ly UnitedHeal­th Group, that have brought the business of negotiatin­g drugs in-house instead of buying services from a middleman.

The health care space has already undergone considerab­le consolidat­ion — but it also has 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.

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, since 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 shortterm 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.

“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 it’s these kind of vertical relationsh­ips that raise prices, and deny choices for consumers,” Balto said.

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