Express Scripts (ESRX) Announces Accelerated Share Repurchase Plan

Overnight, Express Scripts (NASDAQ: ESRX) announced that it has entered into an accelerated share repurchase (ASR) agreement with Morgan Stanley & Co. LLC. Under the terms of the ASR agreement the Company will receive an aggregate initial delivery of approximately 55.1 million shares of the Company's common stock in exchange for a prepayment of $5.5 billion. The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company's common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement (including a cap on the price paid per share by the Company in the event of a substantial increase in the volume-weighted average price of the Company's common stock during the term of the transaction). At settlement, under certain circumstances, Morgan Stanley may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required to deliver shares of common stock or to make a cash payment, at its election, to Morgan Stanley. The final settlement of the transaction under the ASR agreement is expected to occur by the end of the second quarter of 2016 but may be accelerated at the option of Morgan Stanley to a date as early as the first quarter of 2016.

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