Prospectus MEDCO HEALTH SOLUTIONS INC - 9-2-2011

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Prospectus MEDCO HEALTH SOLUTIONS INC - 9-2-2011 Powered By Docstoc
					                                              UNITED STATES
                                  SECURITIES AND EXCHANGE COMMISSION
                                                    WASHINGTON, D.C. 20549

                                                           FORM 8-K
                                              CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                               Date of Report (Date of Earliest Event Reported): September 2, 2011


                                         Express Scripts, Inc.
                                           (Exact name of registrant as specified in its charter)


               Delaware                                          0-20199                                     43-1420563
       (State or other jurisdiction                            (Commission                                 (I.R.S. Employer
            of incorporation)                                  File Number)                               Identification No.)


    One Express Way, St. Louis, MO                                                                              63121
(Address of principal executive offices)                                                                      (Zip Code)

Registrant’s telephone number, including area code 314-996-0900

                                                          Not Applicable
                                      Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
Beginning September 2, 2011, Express Scripts, Inc. distributed the following materials each of which is attached hereto and is
incorporated herein by reference:
    •     Benefits of Express Scripts — Medco Merger to independent pharmacies (Exhibit 99.1)
    •     The Express Scripts — Medco Merger: A Partnership Driven by a Competitive Market (Exhibit 99.2)
    •     The Express Scripts — Medco Merger’s Approach to Better Patient Care (Exhibit 99.3)
    •     The Express Scripts — Medco Merger: A Partnership for Lower Costs (Exhibit 99.4)
    •     Express Scripts — Medco: A Partnership for Better Patient Outcomes, Lower Costs (Exhibit 99.5)
    •     Health Care Reform Bullets (Exhibit 99.6)

Item 9.01. Financial Statements and Exhibits.

 Exhibit No.     Description
    99.1         Benefits of Express Scripts — Medco Merger to independent pharmacies
    99.2         The Express Scripts — Medco Merger: A Partnership Driven by a Competitive Market
    99.3         The Express Scripts — Medco Merger’s Approach to Better Patient Care
    99.4         The Express Scripts — Medco Merger: A Partnership for Lower Costs
    99.5         Express Scripts — Medco: A Partnership for Better Patient Outcomes, Lower Costs
    99.6         Health Care Reform Bullets

                                                                 2
                                                           SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.

                                                     EXPRESS SCRIPTS, INC.
                                                     (Registrant)

                                                     By:     /s/ Keith Ebling
                                                             Name:      Keith Ebling
                                                             Title:     Executive Vice President and General
                                                                        Counsel


Dated: September 2, 2011

                                                                3
                                                                                                                      Exhibit 99.1




Independent pharmacies have enjoyed robust growth in recent years. The Express Scripts-Medco merger will drive increased
sales volume to independent pharmacies and create additional opportunities for partnerships that help improve patient adherence
and create new sources of value for independent pharmacies to offer their local customers. The Express Scripts-Medco
combination will collaborate with independent pharmacies to help them more effectively compete against the large chain and “big
box” pharmacies.

The Express Scripts-Medco combination will help drive increased sales volume to independent pharmacies.
       In 2010, Medco managed 630 million retail prescriptions and Express Scripts managed 602 million retail prescriptions. 1,2


       A network of more than 60,000 retail pharmacies — which represent more than 95% of all United States retail
        pharmacies — participates in one or more of Express Scripts’ and Medco’s networks. 3

       Even as the Express Scripts-Medco combination seeks to drive efficiency in the health care system, retail pharmacies will
        always play a crucial, complementary role, particularly for acute and newly diagnosed conditions.

The Express Scripts-Medco combination will help independent pharmacists improve patient adherence.
       The Express Scripts-Medco combination will combine cutting-edge capabilities aimed at improving patient adherence,
        which means that the millions of patients who use independent pharmacies will be more likely to complete their full
        course of prescription treatment — improving overall health.

       The Express Scripts-Medco combination will create additional partnership opportunities that help independent
        pharmacies improve their own customers’ adherence, while creating new sources of value.

       Through these partnership opportunities, independent pharmacists receive additional training and compensation to
        provide a higher level of patient care, delivering a new revenue opportunity to independent pharmacies through enhanced
        services.
            °   For example, Medco’s Cognitive Care Initiative — a 26-week program with community pharmacies throughout
                Illinois — significantly improved adherence and increased the value offered by local pharmacies.

            °   The initiative identified 2,400 adherence gaps through its advanced clinical database and sent gap in care alerts
                to Illinois community pharmacists. 4

            °   Community pharmacists received training to provide expert patient counseling using techniques that improved
                adherence for 74% of these gaps. 5

            °   As a result of these techniques, community pharmacists filled 48% more prescriptions 6 and closed 27% more
                adherence gaps 7 than control pharmacies.


1    Medco Drug Trends, 2010

2    Express Scripts Corporate Overview

3    Express Scripts 2010 Annual Report

4    Medco Health Solutions Illinois Pilot Project

5    Ibid
6   Ibid
            °    The success of this pilot program has led to additional partnerships with community pharmacists in New Mexico
                 and Florida.

The combined Express Scripts-Medco will help level the playing field for independent pharmacies competing with large
and powerful chain and “big box” retail pharmacies.
        Nearly 4 billion prescriptions were filled in 2010 with more than half filled at chain stores such as CVS and Walgreens. 8


        For every one prescription filled by mail order, eight are filled by large chain stores.


        Between 2009 and 2010, the volume of prescriptions filled by chain stores grew twice as fast as mail order. 9


        For the Express Scripts-Medco combination to succeed, it must be able to effectively compete with the chains, which
         creates a strong incentive for partnership with independent pharmacies.

Independent pharmacies are thriving.
        Independent pharmacies filled 748.3 million prescriptions last year, nearly three times more than were filled through mail
         order delivery services, such as those offered by Express Scripts and Medco.

        Between 2009 and 2010, the number of independent community pharmacies grew by almost 400, to more than 23,000,
         representing a $93 billion industry.

        The average independent pharmacy increased sales by 3.7% in 2009, from $3.88 million to $4.03 million. 10


        Pharmacy profits have doubled since 1999, with average profits per pharmacy of almost $1 million. 11



                            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with
respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify
forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from
those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that
these factors include, but are not limited to, the following:

STANDARD OPERATING FACTORS
    •    Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients
         while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop
         and cross sell new products and services to our existing clients;

    •    Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;




7       Medco Health Solutions Illinois Pilot Project
8    Pembroke Consulting, April 2011

9    Ibid.

10   National Community Pharmacists Association, 2010 NCPA Digest, October 2010

11   Drug Channels, “Owning a Pharmacy: Still Pretty Profitable”, January 25, 2011 (Analysis of 2010 NCPA Digest Data)
  ▪   Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or
      regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in
      order to comply;

  ▪   Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;

  ▪   Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to
      otherwise execute on our strategies related to Medicare Part D;

  ▪   A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors,
      or a significant failure or disruption in service within our operations or the operations of such vendors;

  ▪   Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any
      acquired businesses;

  ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or
      significant changes within the pharmacy provider marketplace;

  ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers,
      or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;

  ▪   Changes in industry pricing benchmarks;

  ▪   Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or
      penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

  ▪   Our failure to execute on, or other issues arising under, certain key client contracts;

  ▪   The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our
      required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or
      to manage succession and retention for our Chief Executive Officer or other key executives;

TRANSACTION-RELATED FACTORS
  ▪   Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the transaction with Medco
      Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement;

  ▪   The ability to obtain governmental approvals of the transaction with Medco;

  ▪   Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;

  ▪   Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction
      or a delay or difficulty in integrating the businesses of Express Scripts and Medco;

  ▪   Uncertainty as to the long-term value of Express Scripts Holding Company (currently known as Aristotle Holding, Inc.)
      common shares;

  ▪   Limitation on the ability of Express Scripts and Express Scripts Holding Company to incur new debt in connection with the
      transaction;

  ▪   The expected amount and timing of cost savings and operating synergies; and
▪   Failure to receive the approval of the stockholders of either Express Scripts or Medco for the transaction.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent
reports on Form 10-K and Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q
and other documents of Express Scripts, Express Scripts Holding Company and Medco on file with the Securities and Exchange
Commission (“SEC”). Any forward-looking statements made in this material are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to
the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.

                                      ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Express Scripts Holding
Company. In connection with the Agreement and Plan of Merger among Medco, Express Scripts, Express Scripts Holding
Company, Plato Merger Sub Inc. and Aristotle Merger Sub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts
Holding Company, intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by Express
Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THE MERGER. The
Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any
other documents filed by Express Scripts, Express Scripts Holding Company or Medco with the SEC, may be obtained free of
charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents
filed with the SEC by directing a written request to:


                                                       Mackenzie Partners, Inc.
                                                        105 Madison Avenue
                                                      New York, New York 10016
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
                                              PARTICIPANTS IN THE SOLICITATION
Express Scripts, Express Scripts Holding Company and Medco and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection
with the Merger. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy
statement, dated March 21, 2011, for its 2011 annual general meeting of stockholders. Information about Medco’s directors and
executive officers is available in Medco’s definitive proxy statement, dated April 8, 2011, for its 2011 annual general meeting of
stockholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that Express
Scripts Holding Company will file with the SEC when it becomes available.
                                                                                                                   Exhibit 99.2




                   The Express Scripts-Medco Merger: A Partnership Driven by a Competitive Market

Today’s vigorously competitive PBM market includes more than 40 PBMs, all working hard to meet or beat our value
proposition for public and private payors. 1 New entrants and new combinations will only increase competition.
Intense competition will remain among PBMs serving large accounts:
      7 PBMs each process more than 150 million prescriptions annually


      12 PBMs serve more than 5 million members each 2


      9 Fortune 500 companies operate PBMs for their employees


      At least 10 PBMs serve Fortune 50 companies 3


      At least 5 PBMs serve at least two Blue Cross plans 4


      At least 9 PBMs serve large state accounts


      CVS Caremark’s net-new sales were valued at $8.9 billion in 1 st Q 2011 5 alone


      UnitedHealthcare’s OptumRx business is competing with other PBMs to serve both UnitedHealthcare clients and other
       large accounts; bringing its PBM business in-house will increase its size by 67%, making United Healthcare one of the
       nation’s largest PBMs. 6

      Competitive combinations continue to emerge throughout the market, as in August 2011 SXC Health Solutions agreed to
       acquire PBM PTRx and mail-order pharmacy provider SaveDirectRx in a deal potentially valued at $81.5 million 7

Competition will remain intense among mail order PBMs:
      More than 28 companies in the U.S. operate mail order pharmacies


      At least 9 other companies operate two or more mail order pharmacies


      Retail pharmacies compete directly with mail order pharmacies


      70% of all maintenance prescriptions (90-day supply) are dispensed at retail pharmacies 8


      The creation of 90-day prescription programs at retail pharmacies (e.g., CVS Caremark, Walgreens) has only intensified
       that competition
        o   A recent CVS Caremark study shows increased use of retail pharmacies for 90-day supplies of branded and generic
            drugs (as percentage of total retail prescriptions) 9

Intense competition will remain in specialty pharmacy:
       5 companies with more than $1 billion in annual revenues provide specialty pharmacy medications


       Manufacturers of specialty medications have the ability to distribute their medicines through any specialty pharmacy they
        choose


1    Pharmacy Benefit Management Institute, LP, http://www.pbmi.com/pbmdir.asp

2    FTC, August 2005

3    Morgan Stanley, July 28, 2011

4    Drug Channels, July 27, 2011

5    CVS Caremark, Investor Presentation at Jefferies 2011 Global Consumer Conference, June 2011

6    Bloomberg Businessweek, June 2011

7    Dow Jones Newswires, SXC Health To Acquire Pharmacy-Benefits Manager In $81.5M Deal, August 3, 2011

8    NACDS Chain Pharmacy Industry Profile 2010-2011

9    Source : Recent Trends in the Dispensing of 90-Day-Supply Prescriptions at Retail Pharmacies: Implications for Improved
     Convenience and Access, American Health & Drug Benefits, March/April 2011, available at :
     http://www.ahdbonline.com/sites/default/files/AHDB_95-100.pdf
Independent and community pharmacies will continue as strong competitors:
       Between 2009 and 2010, the number of independent community pharmacies grew by almost 400, to just more than
        23,000, representing a $93 billion industry

       The average independent pharmacy increased sales by 3.7% in 2009, from $3.88 million to $4.03 million 10


       Pharmacy profits have doubled since 1999, with average profits per pharmacy of almost $1 million 11


       The average pharmacy owner earned approximately $274,000 in income in 2009. 12


       The Express Scripts-Medco combination will continue to look for additional opportunities to work with independent and
        community pharmacies to identify and close gaps in care 13

                            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with
respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify
forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from
those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that
these factors include, but are not limited to, the following:

STANDARD OPERATING FACTORS
    ▪   Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients
        while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop
        and cross sell new products and services to our existing clients;

    ▪   Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;

    ▪   Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or
        regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in
        order to comply;

    ▪   Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;
     ▪      Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to
            otherwise execute on our strategies related to Medicare Part D;

     ▪      A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors,
            or a significant failure or disruption in service within our operations or the operations of such vendors;

     ▪      Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any
            acquired businesses;

     ▪      The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or
            significant changes within the pharmacy provider marketplace;

     ▪      The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers,
            or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;

     ▪      Changes in industry pricing benchmarks;

     ▪      Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or
            penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

     ▪      Our failure to execute on, or other issues arising under, certain key client contracts;


10       National Community Pharmacists Association, 2010 NCPA Digest, October 2010

11       Drug Channels, “Owning a Pharmacy: Still Pretty Profitable”, January 25, 2011 (Analysis of 2010 NCPA Digest Data)

12       Ibid.

13       Medco Health Solutions Illinois Pilot Project
    ▪   The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our
        required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or
        to manage succession and retention for our Chief Executive Officer or other key executives;

TRANSACTION-RELATED FACTORS
    ▪   Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the transaction with Medco
        Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement;

    ▪   The ability to obtain governmental approvals of the transaction with Medco;

    ▪   Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;

    ▪   Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction
        or a delay or difficulty in integrating the businesses of Express Scripts and Medco;

    ▪   Uncertainty as to the long-term value of Express Scripts Holding Company (currently known as Aristotle Holding, Inc.)
        common shares;

    ▪   Limitation on the ability of Express Scripts and Express Scripts Holding Company to incur new debt in connection with the
        transaction;

    ▪   The expected amount and timing of cost savings and operating synergies; and

    ▪   Failure to receive the approval of the stockholders of either Express Scripts or Medco for the transaction.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent
reports on Form 10-K and Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q
and other documents of Express Scripts, Express Scripts Holding Company and Medco on file with the Securities and Exchange
Commission (“SEC”). Any forward-looking statements made in this material are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to
the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.

                                     ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Express Scripts Holding
Company. In connection with the Agreement and Plan of Merger among Medco, Express Scripts, Express Scripts Holding
Company, Plato Merger Sub Inc. and Aristotle Merger Sub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts
Holding Company, intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by Express
Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THE MERGER. The
Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any
other documents filed by Express Scripts, Express Scripts Holding Company or Medco with the SEC, may be obtained free of
charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents
filed with the SEC by directing a written request to:


                                                       Mackenzie Partners, Inc.
                                                        105 Madison Avenue
                                                      New York, New York 10016
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
                                              PARTICIPANTS IN THE SOLICITATION
Express Scripts, Express Scripts Holding Company and Medco and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection
with the Merger. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy
statement, dated March 21, 2011, for its 2011 annual general meeting of stockholders. Information about Medco’s directors and
executive officers is available in Medco’s definitive proxy statement, dated April 8, 2011, for its 2011 annual general meeting of
stockholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that Express
Scripts Holding Company will file with the SEC when it becomes available.
                                                                                                                                    Exhibit 99.3




                                 The Express Scripts-Medco Merger’s Approach to Better Patient Care
Even the most effective treatments cannot help patients if they are not used properly. Gaps in care related to medication
non-adherence affects millions of Americans. The Express Scripts-Medco merger will help close these gaps by combining Express
Scripts’ expertise in behavioral science with Medco’s expertise in advanced clinical pharmacy.

Non-adherence is a pervasive problem that costs lives and dollars. Removing the complex barriers to changing patient behavior is a
critical challenge:
    ▪   An estimated 50% of patients fail to take their medications as prescribed 1
            33% of patients don’t fill the prescriptions written by their physician 2

            30% of patients stop taking prescribed medication prematurely 3

            25% of patients take less than their doctor-recommended dose 4
    ▪   Non-adherence to prescribed medications accounts for nearly 20% of all hospitalizations and almost 125,000 deaths each year 5
            In a study of patients with diabetes and heart disease, non-adherent patients had significantly higher mortality rates than
             adherent patients — 12.1% versus 6.7%, respectively 6
    ▪   Medication non-adherence is estimated to result in up to $290 billion in unnecessary costs per year — 13% of total health
        expenditures 7
            In a study of patients with chronic vascular disease, adherence led to a reduction in health care spending by as much as $7,800
             per patient, per year 8
An Express Scripts-Medco combination will address this issue by leveraging Express Scripts’ expertise in behavioral science and
Medco’s expertise in patient-centered clinical care:
    ▪   Express Scripts’ Consumerology ® initiative applies advanced behavioral science to identify and change common behaviors that
        prevent patients from adhering to their prescription medications
            Proprietary computer-generated models accurately identify — up to a year in advance — which patients are at greatest risk of
             non-adherence
            Simple-to-use tools effectively remind and encourage patients to take their medications
                -    Dose Alert: A timer attached to a prescription vial beeps at pre-set intervals

                -    Therapy Adherence Proactive Outreach: An automated phone call diagnoses why a patient is at risk of non-adherence
                     and then provides an appropriate intervention
            The Select Home Delivery Program allows members the choice and convenience of using Express Scripts’ mail order pharmacy
             or a retail pharmacy
                   -    Adherence is up to 8% higher for patients in this program 9 - Savings estimated at $27 per member, per year 10

                   -    Savings estimated at $27 per member, per year 10


     ▪      Medco’s Therapeutic Resource Centers are highly specialized pharmacies uniquely configured to address the most prevalent and
            serious chronic conditions


1        New England Healthcare Institute’s report, “Thinking Outside the Pillbox: A System-wide Approach to Improving Patient Medication
         Adherence for Chronic Disease,” August 2009.

2        National Council on Patient Information and Education, “Enhancing Prescription Medicine Adherence: A National Action Plan,”
         August 2007.

3        Ibid

4        Ibid

5        Vermiere, E., et al. Patient Adherence to Treatment: Three Decades of Research. A Comprehensive Review. J Clin Pharm Ther. 2001
         Oct; 26(5): 331-42.

6        Ho PM, Magid DJ, Masoudi FA, McClure DL, Rumsfeld JS. Adherence to Cardioprotective Medications and Mortality Among Patients
         with Diabetes and Ischemic Heart Disease. BMC Cardiovas Disord. 200 15; 6-48.

7        New England Healthcare Institute’s report, “Thinking Outside the Pillbox: A System-wide Approach to Improving Patient Medication
         Adherence for Chronic Disease,” August 2009.

8        Roebuck et al. Medication Adherence Leads to Lower Health Care Use and Costs Despite Increased Drug Spending. Health Affairs, 30,
         no.1 (2011): 91-99.

9        ESI 2009 Annual Report

10       ESI 2010 Drug Trend Report
            Expertly trained staff guided by clinical protocols assess patients’ prescription orders along with barriers to adherence

            Pharmacists provide in-depth counseling to patients as well as reminders to take their prescribed medications

            Are proven effective — closing more than 2.3 million clinical gaps in care in 2010 with a projected savings of approximately
             $900 million 11
                -    An analysis of 600,000 patients showed that Medco closed 81% of gaps in care related to patients with diabetes not
                     adhering to diuretic medications 12

                -    The same analysis demonstrated that Medco closed 74% of gaps in care related to patients with high cholesterol not
                     adhering to statin medications 13
    ▪   Medco’s Cognitive Care Initiative — a 26-week collaboration with community pharmacies throughout Illinois — significantly
        improved adherence and increased the value offered by local pharmacies
            The initiative identified 2,400 adherence gaps through its advanced clinical database and sent gap-in-care alerts to Illinois
             community pharmacists 14

            Community pharmacists were trained to provide expert patient counseling on why adherence matters and techniques that
             improved adherence for 74% of these gaps 15

            Community pharmacists in the program filled 48% more prescriptions after patient counseling 16 and closed 27% more
             adherence gaps 17 than control pharmacies

            The success of this pilot program led to additional partnerships with community pharmacists in New Mexico and Florida
The combined entity’s investment in innovative, evidence-based protocols will accelerate the delivery of advanced healthcare solutions:
    ▪   Medco and Express Scripts complement and enhance physicians’ skills by offering advanced services to deliver tailored treatments
        with the highest levels of efficacy, value, and speed
            A Medco Research Institute/Mayo Clinic study showed that a simple genetic test reduces hospitalization rates by nearly a third
             for patients on warfarin, a widely-prescribed blood thinner 18

            The Medco Research Institute discovered that tamoxifen, a drug used to treat breast cancer, is ineffective in women who have
             certain genetic variations, 19 enabling doctors to instead prescribe an alternative therapy that has greater effectiveness
    ▪   The ability to analyze aggregated prescription data for millions of patients will enable both companies to more effectively assess how
        medications work
            Access to this data will provide greater speed in conducting research leading to a short “discovery to practice” timeline of
             typically less than 1 year 20
             For example, Medco discovered that using heartburn medications in combination with a widely prescribed blood thinner, Plavix
              , increased risk of heart attack by 74% 21 — allowing the company to


11   Medco 2010 Annual Report

12   Medco Integrated Data, 6-client analysis, ~600K lives over 90 days

13   Ibid

14   Medco Health Solutions Illinois Pilot Project

15   Ibid

16   Ibid

17   Ibid

18   Medco 2010 Annual Report

19   https://www.medcoresearchinstitute.com/community/oncology/tamoxifen

20   Medco Data

21   Ibid

22   Ibid
               place safety warnings in its system to alert pharmacists to potential danger even before the FDA issued an advisory

             This discovery resulted in a 28% reduction in the use of this combination of medications for Medco Pharmacy patients 22


                             CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to
future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,”
“may,” “would” and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All
forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are
or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you
should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following:

STANDARD OPERATING FACTORS
    ▪    Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients while
         maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop and cross sell new
         products and services to our existing clients;

    ▪    Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;

    ▪    Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or regulations, which
         apply to our business practices (past, present or future) or require us to spend significant resources in order to comply;

    ▪    Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;

    ▪    Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to otherwise
         execute on our strategies related to Medicare Part D;

    ▪    A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors, or a
         significant failure or disruption in service within our operations or the operations of such vendors;

    ▪    Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any acquired
         businesses;

    ▪    The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or significant changes
         within the pharmacy provider marketplace;

    ▪    The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers, or the
         significant reduction in payments made or discounts provided by pharmaceutical manufacturers;
   ▪   Changes in industry pricing benchmarks;

   ▪   Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or penalties
       and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

   ▪   Our failure to execute on, or other issues arising under, certain key client contracts;

   ▪   The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our required
       compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or to manage succession
       and retention for our Chief Executive Officer or other key executives;

TRANSACTION-RELATED FACTORS
   ▪   Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the transaction with Medco Health
       Solutions, Inc. (Medco) on the terms set forth in the merger agreement;

   ▪   The ability to obtain governmental approvals of the transaction with Medco;

   ▪   Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;

   ▪   Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction or a delay or
       difficulty in integrating the businesses of Express Scripts and Medco;

   ▪   Uncertainty as to the long-term value of Express Scripts Holding Company (currently known as Aristotle Holding, Inc.) common
       shares;

   ▪   Limitation on the ability of Express Scripts and Express Scripts Holding Company to incur new debt in connection with the
       transaction;
    ▪    The expected amount and timing of cost savings and operating synergies; and

    ▪    Failure to receive the approval of the stockholders of either Express Scripts or Medco for the transaction.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent reports on Form 10-K and
Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q and other documents of Express Scripts,
Express Scripts Holding Company and Medco on file with the Securities and Exchange Commission (“SEC”). Any forward-looking statements
made in this material are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or
developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects
on, us or our business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise
any forward-looking statement, whether as a result of new information, future developments or otherwise.


                                       ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Express Scripts Holding Company. In
connection with the Agreement and Plan of Merger among Medco, Express Scripts, Express Scripts Holding Company, Plato Merger Sub Inc.
and Aristotle Merger Sub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts Holding Company, intend to file relevant materials
with the SEC, including a Registration Statement on Form S-4 filed by Express Scripts Holding Company that will contain a joint proxy
statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS
SCRIPTS HOLDING COMPANY AND THE MERGER. The Form S-4, including the joint proxy statement/prospectus, and other relevant
materials (when they become available), and any other documents filed by Express Scripts, Express Scripts Holding Company or Medco with
the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by directing a written request to:


                                                           Mackenzie Partners, Inc.
                                                            105 Madison Avenue
                                                          New York, New York 10016
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.


                                                 PARTICIPANTS IN THE SOLICITATION
Express Scripts, Express Scripts Holding Company and Medco and their respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection with the Merger.
Information about Express Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy statement, dated March 21,
2011, for its 2011 annual general meeting of stockholders. Information about Medco’s directors and executive officers is available in Medco’s
definitive proxy statement, dated April 8, 2011, for its 2011 annual general meeting of stockholders. Other information regarding the
participants and description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the
joint proxy statement/prospectus regarding the Merger that Express Scripts Holding Company will file with the SEC when it becomes
available.
                                                                                                                         Exhibit 99.4




                               The Express Scripts-Medco Merger: A Partnership for Lower Costs
Chronic and complex diseases are a leading cost-driver in our health care system. Prescription medicines help millions
of Americans, especially those with chronic and complex conditions, maintain a healthy lifestyle, preventing more costly
medical problems. Nonetheless, managing prescription drug spending is a critical national challenge. PBMs use proven
techniques that align the interests of pharmacists, physicians, payors and patients to lower the costs of prescription
medicines. The Express Scripts-Medco combination will be able to do even more to save money for American families,
businesses and the government.
More people with chronic and complex conditions create greater demand for prescription medicines:
    ▪     Roughly 50% of U.S. population is under care for a chronic or complex condition 1

    ▪     Treatments for chronic and complex conditions represent 96% of drug costs in the U.S. and 75% of medical expenses 2

    ▪     For 88% of chronic and complex conditions, drugs are a first choice for medical management 3

    ▪     Poor management of chronic and complex conditions can lead to $350 billion in unnecessary healthcare costs annually 4
Greater demand for prescription medicines means higher spending at a time of strained resources:
    ▪     Prescription drug spending is projected to rise an average of 5.7% from 2011-2013 5 , largely due to increasing demand
          from addressing chronic and complex conditions in an aging society

    ▪     Trends in our nation’s health will also drive increased drug usage; by 2020, diseases associated with unhealthy lifestyle
          choices, such as diabetes, will become even more prevalent, further adding to the burden of other chronic conditions 6
The Express Scripts-Medco combination will help lower costs:
    ▪     Currently, Express Scripts and Medco are using proven techniques to help families and payors save billions of dollars
          each year on their prescription medicines: In 2010, the growth in prescription drug spending slowed to 3.5%, which CMS
          largely credits with the use of PBM tools such tiered copays and aligning incentives to stimulate the use of lower cost
          generic drugs 7
             A GAO report determined that PBMs provide plans with savings through mail order of about 27% and 53% for brand
              name and generic drugs, respectively 8

             According to PricewaterhouseCoopers, PBMs are on a trajectory to save Medicare and its beneficiaries an estimated
              $469 billion from 2006-2015 9

             In 2010, Medco’s generic prescription dispensing rate rose 3.5% to 71% 10 , which drove incremental savings of
              $3.7 billion to Medco clients and members. 11 Express Scripts’ generic dispensing rate is 73.8% 12


1       Medco Research Data, 2010
2    Ibid

3    Ibid

4    RAND Corporation Study, 2005; Institute for Health and Productivity Management; Medical Care. 2004 Mar; 42(3); 200-209

5    Health Affairs, National Health Spending Projections Through 2020: Economic Recovery And Reform Drive Faster Spending Growth,
     July 29, 2011

6    Medco 2011 Drug Trend Report, May 2011

7    Affairs, National Health Spending Projections Through 2020: Economic Recovery And Reform Drive Faster Spending Growth, July 29,
     2011

8    GAO, “Federal Employees’ Health Benefits: Effects of Using Pharmacy Benefit Managers on Health Plans, Enrollees, and Pharmacies,”
     http://www.gao.gov/new.items/d03196.pdf, January 2003

9    PricewaterhouseCoopers, Medicare Part D:An Assessment of Plan Performance and Potential Savings, January 2007

10   Medco 2011 Drug Trend Report, May 2011

11   Medco Press Release, Medco Chairman and CEO David Snow Addresses Shareholders, Highlighting Another Year of Growth, Innovation
     and Substantial Client Savings — With More to Come, May 2011

12   Express Scripts Data, http://www.express-scripts.com/pressroom/informationresources/corporateoverview/corporateOverview.pdf ,
     accessed August 2011
The combined entity is expected to deliver $1 billion in savings 13 and further lower drug acquisition costs and obtain deeper
rebates from pharmaceutical companies for patients. They will achieve this by:
    ▪   Improving efficiency across the system and encouraging the use of the most appropriate channels of distribution based
        on patient needs, i.e., retail for acute medications and mail order for treating chronic and complex conditions
           In a letter to state governors earlier this year, HHS Sec. Kathleen Sebelius listed mail order as one way states could
            more effectively purchase drugs for their Medicaid programs 14

           Clients using Medco’s mail order pharmacy more than 40% of the time in 2008 saw absolute drug costs decline
            year-over-year — countering all effects of inflation and increased utilization 15

           Transitioning maintenance medication users to home delivery, where appropriate
    ▪   Using our collective expertise to better manage the cost and care challenges associated with specialty medications, to
        provide doctors and patients with the information they need to make important and informed decisions, and to accelerate
        the research, development and deployment of innovative solutions
           Encouraging the use of lower-cost medications when higher-cost medications generate no additional health benefit or
            are less effective could save $56.7 billion annually 16

           Ensuring medications are administered where they are most effective. For example, a study conducted by the Medco
            Research Institute found tamoxifen, a drug used to treat breast cancer, is ineffective in women who have certain
            genetic variations that affect how the drug is metabolized 17

           Distributing specialty medications using channels that also provide patient support, such as Express Scripts
            CuraScript specialty pharmacy, could deliver billions in additional savings 18
    ▪   Reducing the cost associated with non-adherence
           Failing to take medications as prescribed leads to unnecessary and extraordinary hospital admissions, avoidable
            emergency room visits, additional physician visits, extra laboratory tests, additional therapy and other direct and
            indirect costs, including lost productivity in the workforce

           Through their combined behavioral science and clinical approaches, the Express Scripts-Medco combination will
            improve adherence—helping to alleviate billions in waste annually 19
    ▪   Using our combined data to become vastly more effective at reducing fraud and abuse
           PBMs monitor overall claims and detect patterns of potential abuse or fraud, enabling them to identify individuals who
            fill multiple prescriptions at multiple pharmacies as likely fraud candidates or flag a pharmacy whose claims sharply
            increase in a given period of time 20
13   New York Times Dealbook, Express Scripts to Buy Medco for $29 Billion, July 2011

14   HHS, “Sebelius outlines state flexibility and federal support available for Medicaid,“
     http://www.hhs.gov/news/press/2011pres/01/20110203c.html , February 3, 2011

15   Medco Data, 2010

16   ESI 2010 Drug Trend Report

17   Medco Research Institute, https://www.medcoresearchinstitute.com/community/oncology/tamoxifen, from study by Medco
     Health Solutions, Inc., and the Indiana University School of Medicine; presented at the 2009 American Society of Clinical
     Oncology (ASCO) Annual Meeting, May 2009bid

18   Express Scripts 2010 Drug Trend Report

19   Ibid

20   Ways and Means “Hearing on Improving Ways to Combat Health Care Fraud.”
     http://waysandmeans.house.gov/UploadedFiles/PCMASubmissionForTheRecord1.pdf , March 2, 2011
                            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with
respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify
forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from
those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that
these factors include, but are not limited to, the following:
STANDARD OPERATING FACTORS
    ▪   Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients
        while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop
        and cross sell new products and services to our existing clients;

    ▪   Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;

    ▪   Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or
        regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in
        order to comply;

    ▪   Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;

    ▪   Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to
        otherwise execute on our strategies related to Medicare Part D;

    ▪   A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors,
        or a significant failure or disruption in service within our operations or the operations of such vendors;

    ▪   Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any
        acquired businesses;

    ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or
        significant changes within the pharmacy provider marketplace;

    ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers,
        or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;

    ▪   Changes in industry pricing benchmarks;
    ▪   Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or
        penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

    ▪   Our failure to execute on, or other issues arising under, certain key client contracts;

    ▪   The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our
        required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or
        to manage succession and retention for our Chief Executive Officer or other key executives;
TRANSACTION-RELATED FACTORS
    ▪   Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the transaction with Medco
        Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement;

    ▪   The ability to obtain governmental approvals of the transaction with Medco;

    ▪   Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;

    ▪   Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction
        or a delay or difficulty in integrating the businesses of Express Scripts and Medco;

    ▪   Uncertainty as to the long-term value of Express Scripts Holding Company (currently known as Aristotle Holding, Inc.)
        common shares;

    ▪   Limitation on the ability of Express Scripts and Express Scripts Holding Company to incur new debt in connection with the
        transaction;

    ▪   The expected amount and timing of cost savings and operating synergies; and

    ▪   Failure to receive the approval of the stockholders of either Express Scripts or Medco for the transaction.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent
reports on Form 10-K and Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q
and other documents of Express Scripts, Express Scripts Holding Company and Medco on file with the Securities and Exchange
Commission (“SEC”). Any forward-looking statements made in this material are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to
the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.

                                      ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Express Scripts Holding
Company. In connection with the Agreement and Plan of Merger among Medco, Express Scripts, Express Scripts Holding
Company, Plato Merger Sub Inc. and Aristotle Merger Sub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts
Holding Company, intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by Express
Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THE MERGER. The
Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any
other documents filed by Express Scripts, Express Scripts Holding Company or Medco with the SEC, may be obtained free of
charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents
filed with the SEC by directing a written request to:

                                                       Mackenzie Partners, Inc.
                                                        105 Madison Avenue
                                                      New York, New York 10016
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

                                              PARTICIPANTS IN THE SOLICITATION
Express Scripts, Express Scripts Holding Company and Medco and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection
with the Merger. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy
statement, dated March 21, 2011, for its 2011 annual general meeting of stockholders. Information about Medco’s directors and
executive officers is available in Medco’s definitive proxy statement, dated April 8, 2011, for its 2011 annual general meeting of
stockholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that Express
Scripts Holding Company will file with the SEC when it becomes available.
                                                                                                                       Exhibit 99.5




                     Express Scripts-Medco: A Partnership for Better Patient Outcomes, Lower Costs

An Express Scripts-Medco combination will help advance key goals of health reform — reducing overall costs by
improving the quality and efficiency of care delivery. The merger will also foster fair market competition and spur
investment in innovative new business models, contributing to sustained economic growth, competitiveness and
employment.
Improving Patient Outcomes
   ▪    Currently, 50% of all U.S. patients do not take their medications as prescribed. 1 Patients’ non-adherence is estimated to
        cost up to $290 billion/year — which represents about 13% of all health expenditures. 2

   ▪    Combining Express Scripts’ expertise in behavioral science with Medco’s expertise in clinical approaches will allow the
        combined entity to increase adherence for the patients it will serve.

   ▪    The combined entity’s investment in innovative, evidence-based healthcare solutions will allow new techniques for
        improving adherence and safety to reach the market faster.

Lowering Patient Costs
   ▪    In 2010, U.S. spending for prescription drugs reached $307.4 billion. An aging population, increased chronic disease and
        new specialty medicines are projected to drive a 50% increase in spending to $457.8 billion by 2019. 3,4

   ▪    The combined company will be better able to protect Americans from these rising costs through:
          Lower drug acquisition costs, greater use of generics and improved formulary compliance; in 2010 increased use of
           generics drove savings of $3.7 billion to Medco’s clients alone. 5

          Expertise in managing the cost and care challenges associated with specialty medications.

          Improving efficiency and use of the lowest-cost, highest-value channels of distribution, including mail-order, while
           combating fraud and abuse in the system.
   ▪    The Express Scripts-Medco partnership will bolster the impact of PBM models that are already helping the federal
        government, and Medicare specifically, cut costs, which is critical as the Baby Boomers reach Medicare eligibility.
          According to data released by the CMS Office of the Actuary and reported in Health Affairs , growth in prescription
           drug spending decelerated between 2009 and 2010 — which is largely attributed to PBM tools, such as tiered copays
           that have shifted medication use toward less-costly generic drugs. 6

Fostering a Competitive Market
   ▪    The post-merger PBM business will remain intensely competitive with more than 40 PBMs. 7
    ▪     Independent and community pharmacies are critical components of PBM retail networks and will remain so post-merger:
             Between 2009 and 2010, the number of independent community pharmacies grew by almost 400, to over 23,000,
              representing a $93 billion industry sector.

             The average independent pharmacy increased sales by 3.7% in 2009 — from $3.88 million to $4.3 million.


1       New England Health Care Institute’s report, “Thinking Outside the Pillbox: A System-wide Approach to Improving Patient
        Medication Adherence for Chronic Disease,” Aug. 2009.

2       New England Health Care Institute’s report, “Thinking Outside the Pillbox: A System-wide Approach to Improving Patient
        Medication Adherence for Chronic Disease,” Aug. 2009.

3       IMS Institute for Healthcare Informatics’ study, “The Use of Medicines in the United States: Review of 2010,” April 2011.

4       Centers for Medicare and Medicaid Services, Office of the Actuary, National Health Statistics Group, 2010.

5       Medco Press Release, Medco Chairman and CEO David Snow Addresses Shareholders, Highlighting Another Year of
        Growth, Innovation and Substantial Client Savings — With More to Come, May 2011

        6 Health Affairs, National Health Spending Projections Through 2020: Economic Recovery And Reform Drive Faster
        Spending Growth, July 2011

7       Pharmacy Benefit Management Institute, LP, http://www.pbmi.com/pbmdir.asp
Promoting Economic and Job Growth to Benefit the Entire Economy
    ▪   Rising healthcare costs are among the most vexing challenges facing American businesses and are undermining U.S.
        competitiveness in the global economy.

    ▪   At 12% of payroll, healthcare is the most costly benefit expense for employers. Reducing the cost of quality patient care
        will make all American businesses more competitive — creating a healthier, more productive workforce, preserving
        existing jobs, and creating new jobs in the future.


                            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with
respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify
forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from
those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that
these factors include, but are not limited to, the following:

STANDARD OPERATING FACTORS
    ▪   Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients
        while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop
        and cross sell new products and services to our existing clients;

    ▪   Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;

    ▪   Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or
        regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in
        order to comply;

    ▪   Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;

    ▪   Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to
        otherwise execute on our strategies related to Medicare Part D;

    ▪   A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors,
        or a significant failure or disruption in service within our operations or the operations of such vendors;

    ▪   Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any
      acquired businesses;

  ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or
      significant changes within the pharmacy provider marketplace;

  ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers,
      or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;

  ▪   Changes in industry pricing benchmarks;

  ▪   Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or
      penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;

  ▪   Our failure to execute on, or other issues arising under, certain key client contracts;

  ▪   The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our
      required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or
      to manage succession and retention for our Chief Executive Officer or other key executives;

TRANSACTION-RELATED FACTORS
  ▪   Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the transaction with Medco
      Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement;

  ▪   The ability to obtain governmental approvals of the transaction with Medco;

  ▪   Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;

  ▪   Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction
      or a delay or difficulty in integrating the businesses of Express Scripts and Medco;

  ▪   Uncertainty as to the long-term value of Express Scripts Holding Company (currently known as Aristotle Holding, Inc.)
      common shares;
    ▪   Limitation on the ability of Express Scripts and Express Scripts Holding Company to incur new debt in connection with the
        transaction;

    ▪   The expected amount and timing of cost savings and operating synergies; and

    ▪   Failure to receive the approval of the stockholders of either Express Scripts or Medco for the transaction.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent
reports on Form 10-K and Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q
and other documents of Express Scripts, Express Scripts Holding Company and Medco on file with the Securities and Exchange
Commission (“SEC”). Any forward-looking statements made in this material are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to
the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.

                                      ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Express Scripts Holding
Company. In connection with the Agreement and Plan of Merger among Medco, Express Scripts, Express Scripts Holding
Company, Plato Merger Sub Inc. and Aristotle Merger Sub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts
Holding Company, intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by Express
Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THE MERGER. The
Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any
other documents filed by Express Scripts, Express Scripts Holding Company or Medco with the SEC, may be obtained free of
charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents
filed with the SEC by directing a written request to:


                                                       Mackenzie Partners, Inc.
                                                        105 Madison Avenue
                                                      New York, New York 10016
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
                                              PARTICIPANTS IN THE SOLICITATION
Express Scripts, Express Scripts Holding Company and Medco and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection
with the Merger. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy
statement, dated March 21, 2011, for its 2011 annual general meeting of stockholders. Information about Medco’s directors and
executive officers is available in Medco’s definitive proxy statement, dated April 8, 2011, for its 2011 annual general meeting of
stockholders. Other information regarding the participants and description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the Form S-4 and the joint proxy statement/prospectus regarding the Merger that Express
Scripts Holding Company will file with the SEC when it becomes available.
                                                                                                                      Exhibit 99.6




Health reform set the goal of reducing overall costs by improving quality and efficiency. Achieving this goal means effectively
addressing an evolving set of requirements and expectations from our customers and their members related to coverage, care
and cost. The Express Scripts-Medco combination is a strong, market-based signal that businesses are appropriately adapting to
the changes occurring in the delivery of coverage and care.
    •   Health reform establishes state-based exchanges that will empower consumers with new levels of information, access
        and choice. The Express Scripts-Medco combination will provide innovative tools and solutions that will enable health
        plans in the exchanges and other payors to offer consumers a broader range of higher-quality, more affordable coverage
        options.

    •   The MLR provisions in health reform require health plans to rethink the methods by which they contract with vendors to
        provide services to beneficiaries. The Express Scripts-Medco combination will help ensure health plans can meet these
        loss ratio goals without compromising quality care by:
        °   Driving greater efficiencies across the supply chain

        °   Encouraging the use of the highest value medicines and channels

        °   innovative tools that promote patient adherence; and

        °   Reducing overhead costs associated with prescription drug benefits
    •   As the health care system increasingly focuses on compensating providers based on quality of care, the Express
        Scripts-Medco combination will improve patient outcomes by:
        °   Complementing and enhancing physicians’ skills using evidence-based services to deliver tailored treatments to
            patients with the highest levels of efficacy, value and speed; and
        °   Providing advanced clinical management that more effectively close gaps in care, increase patient adherence and
            reduce medication errors.
    •   The Express-Scripts-Medco combination will advance efforts of the Administration and Congress to curb spending and
        eliminate fraud, waste, and abuse in the health care system by:
        °   Driving down costs through lower drug acquisition costs, greater use of generics and improved formulary compliance;
            and
        °   Using the companies’ combined data assets to accelerate detection of patterns that indicate the potential for fraud or
            abuse.
                            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This material may include forward-looking statements, both with respect to us and our industry, that reflect our current views with
respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “anticipate,” “will,” “may,” “would” and similar statements of a future or forward-looking nature may be used to identify
forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from
those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that
these factors include, but are not limited to, the following:
STANDARD OPERATING FACTORS
    ▪   Our ability to remain profitable in a very competitive marketplace is dependent upon our ability to attract and retain clients
        while maintaining our margins, to differentiate our products and services from others in the marketplace, and to develop
        and cross sell new products and services to our existing clients;
    ▪   Our failure to anticipate and appropriately adapt to changes in the rapidly changing health care industry;
    ▪   Changes in applicable laws or regulations, or their interpretation or enforcement, or the enactment of new laws or
        regulations, which apply to our business practices (past, present or future) or require us to spend significant resources in
        order to comply;
    ▪   Changes to the healthcare industry designed to manage healthcare costs or alter healthcare financing practices;
    ▪   Changes relating to our participation in Medicare Part D, the loss of Medicare Part D eligible members, or our failure to
        otherwise execute on our strategies related to Medicare Part D;
    ▪   A failure in the security or stability of our technology infrastructure, or the infrastructure of one or more of our key vendors,
        or a significant failure or disruption in service within our operations or the operations of such vendors;
    ▪   Our failure to effectively execute on strategic transactions, or to integrate or achieve anticipated benefits from any
        acquired businesses;
    ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmacy providers, or
        significant changes within the pharmacy provider marketplace;
    ▪   The termination, or an unfavorable modification, of our relationship with one or more key pharmaceutical manufacturers,
        or the significant reduction in payments made or discounts provided by pharmaceutical manufacturers;
    ▪   Changes in industry pricing benchmarks;
    ▪   Results in pending and future litigation or other proceedings which would subject us to significant monetary damages or
        penalties and/or require us to change our business practices, or the costs incurred in connection with such proceedings;
    ▪   Our failure to execute on, or other issues arising under, certain key client contracts;
    ▪   The impact of our debt service obligations on the availability of funds for other business purposes, and the terms and our
      required compliance with covenants relating to our indebtedness; our failure to attract and retain talented employees, or
      to manage succession and retention for our Chief Executive Officer or other key executives;
TRANSACTION-RELATED FACTORS
  ▪   Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able to consummate the transaction with Medco
      Health Solutions, Inc. (Medco) on the terms set forth in the merger agreement;
  ▪   The ability to obtain governmental approvals of the transaction with Medco;
  ▪   Uncertainty as to the actual value of total consideration to be paid in the transaction with Medco;
    ▪   Failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction
        or a delay or difficulty in integrating the businesses of Express Scripts and Medco;
    ▪   Uncertainty as to the long-term value of Express Scripts Holding Company (currently known as Aristotle Holding, Inc.)
        common shares;
    ▪   Limitation on the ability of Express Scripts and Express Scripts Holding Company to incur new debt in connection with the
        transaction;
    ▪   The expected amount and timing of cost savings and operating synergies; and
    ▪   Failure to receive the approval of the stockholders of either Express Scripts or Medco for the transaction.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere, including the risk factors included in Express Scripts’ most recent
reports on Form 10-K and Form 10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q
and other documents of Express Scripts, Express Scripts Holding Company and Medco on file with the Securities and Exchange
Commission (“SEC”). Any forward-looking statements made in this material are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except to
the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.

                                      ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medco or Express Scripts Holding
Company. In connection with the Agreement and Plan of Merger among Medco, Express Scripts, Express Scripts Holding
Company, Plato Merger Sub Inc. and Aristotle Merger Sub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts
Holding Company, intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 filed by Express
Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THE MERGER. The
Form S-4, including the joint proxy statement/prospectus, and other relevant materials (when they become available), and any
other documents filed by Express Scripts, Express Scripts Holding Company or Medco with the SEC, may be obtained free of
charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents
filed with the SEC by directing a written request to:
                                                       Mackenzie Partners, Inc.
                                                        105 Madison Avenue
                                                      New York, New York 10016
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

                                             PARTICIPANTS IN THE SOLICITATION
Express Scripts, Express Scripts Holding Company and Medco and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the security holders of either Express Scripts and Medco in connection
with the Merger. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ definitive proxy
statement, dated March 21, 2011, for its 2011 annual general meeting of stockholders. Information about Medco’s directors and
executive officers is available in Medco’s definitive proxy
statement, dated April 8, 2011, for its 2011 annual general meeting of stockholders. Other information regarding the participants
and description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Form S-4 and the
joint proxy statement/prospectus regarding the Merger that Express Scripts Holding Company will file with the SEC when it
becomes available.

				
DOCUMENT INFO