EXPRESS SCRIPTS AND MEDCO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • February 6th, 2012 • Express Scripts Inc • Retail-drug stores and proprietary stores
On July 20, 2011, Express Scripts, Inc. (“Express Scripts”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Medco Health Solutions, Inc. (“Medco”), Aristotle Holding, Inc. (“New Express Scripts”), Aristotle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Express Scripts (“Express Scripts Merger Sub”), and Plato Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Express Scripts (“Medco Merger Sub” and, together with Express Scripts Merger Sub, the “Merger Subs”), which was amended by Amendment No. 1 thereto on November 7, 2011. Pursuant to the Merger Agreement, Express Scripts Merger Sub will be merged with and into Express Scripts (the “Express Scripts Merger”), and Medco Merger Sub will be merged with and into Medco (the “Medco Merger” and, together with the Express Scripts Merger, the “Mergers”). As a result, Express Scripts and Medco will each become a wholly owned subsidiary of New Express Scripts.
