UnitedHealth Group acquires Catamaran for $12.8 billion

UnitedHealth Group’s announcement that its free-standing pharmacy care services business, OptumRx, will merge with Catamaran Corp., the fourth largest pharmacy benefit manager (PBM) in the U.S., makes sense, according to industry experts.

UnitedHealth Group plans to acquire Catamaran for about $12.8 billion in cash, the Wall Street Journal reported.

“This is a smart acquisition well aligned with UnitedHealth’s strategy-increasing their market power, adding to their suite of technology and benefit management offerings, further diversifying their non-risk business, and better positioning them for the rapidly changing post-ACA delivery system and specialty pharmacy market,” says Kip Piper, MA, FACHE, advisor with Sellers Dorsey, a Medicaid consultancy in Washington, D.C.  “It will increase their already formidable leverage in pharma, biotech, and pharmacy price negotiations. UnitedHealth will no doubt take advantage of the wealth of data, IT savvy, and diverse client base Catamaran brings to the deal.”

This merger is consistent with the types of consolidation being seen within the industry, according to Robert Taketomo, PharmD, MBA, president and CEO, Ventegra.

“However, it remains to be seen in this particular case how the desired efficiencies from scale will impact the ability to adapt to a healthcare environment in flux, and how potential channel conflict with health plan clients will be addressed,” Taketomo says.

The agreement calls for the acquisition of Catamaran’s outstanding common stock for $61.50 per share in cash. The transaction is expected to close during the fourth quarter of 2015, subject to Catamaran shareholders’ approval, regulatory approvals and other customary closing conditions. The combination diversifies OptumRx’s customer and business mix, while accelerating its technology leadership and flexible service offerings.

NEXT: Purchase details

The acquisition is expected to be accretive to UnitedHealth Group’s net earnings in the area of $0.30 per share in 2016. UnitedHealth Group plans to finance the acquisition from existing cash resources and new debt. The company affirmed its $6.00 to $6.25 per share earnings outlook assuming the absorption of all merger costs, the ongoing commitment to advance its dividend policy as planned, and a continued but moderated level of share repurchase.

“It is generally acknowledged that most such takeovers result in a transfer of wealth or value from the acquirer's shareholders to the seller's shareholders. As such, it is a good deal for Catamaran,” says Mark O. Dietrich, CPA/ABV, cpa.net, a certified public accounting firm specializing in healthcare valuation, and author of “The Financial Professional's Guide to Healthcare Reform.” “Initial reaction in the market, however, was positive for United with its share price increasing, so perhaps this deal will be an exception.

“Pharmacy costs represent a significant portion of healthcare spending in the United States, reportedly rising 12% last year, and cost control is critical,” Dietrich adds. “The pharmacy chain CVS controls one large PBM, while its competitor Walgreens sold its PBM. At least from a standard view of economics, it would appear to make more sense to have PBMs under insurer control rather than the control of the industry they attempt to manage the costs of.”

This combination is expected to create a dynamic competitor in the PBM market by combining the strengths of Catamaran’s industry-leading technology platform with the data and analytics capabilities of Optum. The combined company is expected to deliver an innovative and compelling consumer and payer services offering that will link demographic, lab, pharmaceutical, behavioral and medical treatment data to engage individuals to make better decisions as they seek the best, most effective care and improve compliance with pharmaceutical use and care protocols.

Given the business imperatives of post-Affordable Care Act policy and market environment, super low cost of capital, large corporate cash reserves, the increasing power of data and technology, and intense pressures on pricing and cost efficiency, the industry can expect more M&A activity in many segments of healthcare, according to Piper. 

“The marketplace is ripe for further vertical and horizontal consolidations in the drug supply chain and beyond,” Piper says.

“Consolidation leads to fewer choices for the users of PBMs, which of course include managed care executives,” Dietrich says. “Pharmacy costs and formularies are one element of a managed care plan's product design and may contain features regarded as competing with other managed care plans. For plans presently using, for example, United's OptumRx, a competing plan may be using Catamaran. Now, both competing managed care plans would be serviced by the same PBM.”

NEXT: OptumRx's approach

OptumRx’s advanced Clinical Synchronization approach connects pharmacy and care management systems, processes and teams to create deeper insights for higher quality, more consistent and compliant patient outcomes and savings for individuals and plan sponsors. Synchronization presents the entire patient health profile, rather than discrete pieces of an individual’s profile – a distinctive and critically important capability given the growth in U.S. spending on specialty pharmaceuticals.

Catamaran offers retail pharmacy network management, mail service pharmacy, pharmacy claims management and patient-centric specialty pharmacy services to a broad client portfolio, including health plans and employers, as well as healthcare information technology solutions to the industry. In 2015 Catamaran expects to fulfill more than 400 million prescriptions which, combined with OptumRx’s roughly 600 million annual scripts, will enable the combined entity to be a competitive force in the PBM industry. Enhanced purchasing and administrative improvements from the combination are expected to drive substantial value, with the majority of savings expected to directly benefit clients and individuals through reduced costs for prescriptions and enhanced pharmaceutical services.

Both companies have distinctive, rapidly growing specialty pharmacy services businesses. The combined organization will help customers manage the complex costs and outcomes as this portion of the pharmaceutical market expands from an estimated $100 billion in revenues in 2014 to potentially $400 billion annually by 2020.

“With pharmaceutical costs rising rapidly and the increasing prevalence of expensive specialty drugs targeting rare conditions, pharmacy costs are likely to represent an increasing share of healthcare spending in the future,” Dietrich says. “The PBM companies that control access to millions of insureds will play a critical role in determining pricing and insurance premiums.”