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Express Scripts to Acquire eviCore healthcare; Accelerates Company's Shift to Patient Benefit Management

October 10, 2017

- Improves ability to address $1 trillion annually wasted on unnecessary healthcare spending

- Establishes cornerstone platform to rapidly advance into Medical Benefits Management Services, a large and growing market

- Creates a comprehensive suite of data-driven service solutions with unprecedented reach

- Delivers accretion to growth, earnings and cash flow

ST. LOUIS and BLUFFTON, S.C. – (PRNewswire) – Express Scripts Holding Company (NASDAQ: ESRX) today announced that it has reached an agreement to acquire privately-held eviCore healthcare, the industry leader in evidence-based medical benefit management services, for $3.6 billion. Combining Express Scripts' leading pharmacy benefit management offering and eviCore's highly complementary medical benefits management (MBM) platform will create a uniquely comprehensive patient benefit management solution.

Express Scripts is acquiring eviCore from current investors including General Atlantic, TA Associates, and Ridgemont Equity Partners. The transaction is subject to customary regulatory approvals and closing conditions, and is expected to close in the fourth quarter of 2017.

"The rising cost of healthcare is one of the most important issues facing Americans today," said Tim Wentworth, President and CEO of Express Scripts. "Together with eviCore, Express Scripts will be an even more powerful partner in managing costs for patients and payers, bringing us closer to our goal of becoming the nation's leading patient benefit manager. By further strengthening our independent model and creating numerous opportunities for growth, the acquisition of eviCore will deliver value for our clients, patients, providers, and shareholders."

"The greatest opportunity to improve healthcare is by reducing wasteful spend and overutilization while delivering quality outcomes," said John Arlotta, Chairman and CEO of eviCore. "Together, eviCore and Express Scripts will be uniquely positioned to tackle these problems. We are proud of what we have accomplished over 25 years of serving patients and clients and we are excited about our future with Express Scripts."

eviCore, which manages medical benefits for 100 million people, offers a broad range of integrated MBM solutions that drive significant and immediate cost reductions, and improved quality care outcomes. eviCore has leading positions managing benefits in categories including radiology, cardiology, musculoskeletal disorders, post-acute care and medical oncology – all important therapeutic areas that are in need of greater cost management. eviCore contracts with health plans and commercial clients to better ensure appropriate use of healthcare services. eviCore has approximately 4,000 employees and will operate as a standalone business unit within Express Scripts.

The acquisition of eviCore will give Express Scripts an attractive entry point into a growing market. Today, pharmacy is an industry with approximately $400 billion in annual spend. Healthcare spend represents nearly $3.4 trillion. Medical benefit management is a large and growing market with more than $300 billion spent annually in the areas eviCore manages today. Establishing a cornerstone platform in this market will enable Express Scripts to build a uniquely comprehensive suite of solutions, with significant opportunities for cross-selling to both client bases.

The combination of Express Scripts' leading independent PBM model and eviCore's industry-leading medical cost containment capabilities across an expanded client base will create an even more powerful partner for our clients, fully aligned with the interests of patients and payers. This will further differentiate Express Scripts and position the company to take advantage of the transition to value-based care and the increasing demand from payers for a more comprehensive set of service offerings and solutions.

Excluding transaction related expenses and amortization of intangibles, Express Scripts expects the acquisition to be accretive to adjusted diluted earnings per share in its first full year of operation.

The company will provide additional information pertaining to the proposed acquisition of eviCore on its upcoming earnings call scheduled for October 25, 2017.

Advisors
Express Scripts' financial advisors on this acquisition are Lazard and TripleTree, LLC. Its legal advisor is Skadden, Arps, Slate, Meagher & Flom, LLP. eviCore's financial advisors are J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. Its legal advisor is Paul, Weiss, Rifkind, Wharton & Garrison, LLP.

Safe Harbor Statement
This press release contains forward-looking statements, including, but not limited to, business outlook and our statements related to the Company's plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ materially from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements can be found in Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 1A – "Risk Factors" in the Company's Annual Report on Form 10-K filed with the SEC on February 14, 2017 and the Company's Quarterly Report on Form 10-Q filed with the SEC on July 25, 2017. A copy of these documents can be found at the Investor Information section of Express Scripts' web site at http://www.express-scripts.com/corporate.


About eviCore Healthcare
eviCore is a leading benefit management company, formed through the merger of CareCore National and MedSolutions in 2014.
About Ridgemont Equity Partners

Ridgemont Equity Partners is a Charlotte-based middle market buyout and growth equity investor. Since 1993, the principals of Ridgemont have invested over $4.0 billion in 141 companies. The firm focuses on investments of $25 million to $100 million in industries in which it has deep expertise, including basic industries and services, energy, healthcare, and telecommunications/media/technology.