Both Express Scripts Inc. and WellPoint Inc. have switched law firms in recent years, and the two companies turned to their new counsel for their latest deal: Express Scripts' agreement to pay $4.68 billion for WellPoint's NextRx pharmacy benefits management unit, announced April 13.
The buyer tapped Lou Kling and Howard Ellin of Skadden, Arps, Slate, Meagher & Flom LLP. The firm represented Express Scripts two years ago in its losing hostile bid for Caremark Rx Inc., which completed a $25 billion friendly deal with CVS Corp. instead. Express Scripts used Gary Horowitz at Simpson Thacher & Bartlett LLP in 2005 on the $1.3 billion acquisition of Priority Healthcare Corp. and on the 2002 purchase of National Prescription Administrators Inc. for $515 million. But Simpson represented Evercore Group LLC, one of CVS' bankers, on the Caremark deal and thus was conflicted from advising Express Scripts when it bid for Caremark.
For financial advice, Express Scripts went with Mark Shafir, Leon Kalvaria, Joe Mooney and Ray Cooper of Citigroup Inc., which is teaming up with Credit Suisse Group and J.P. Morgan Chase & Co. to finance the deal. The company has used both Citi and Credit Suisse for deal advice over the years.
WellPoint tapped Daniel Dufner Jr., a partner at White & Case LLP. As a senior associate at Sullivan & Cromwell LLP, Dufner helped represent Anthem Inc. in its $16.4 billion acquisition of WellPoint in 2004. After S&C passed over Dufner for partnership, he went to White & Case, where he advised Anthem on the deal's financing. He went on to represent WellPoint in its $185 million acquisition of Alexandria, Va.-based health benefits provider Lumenos Inc. in 2004 and the next year handled the corporate work on WellPoint's $6.5 billion acquisition of WellChoice Inc. He also advised WellPoint on its $300 million deal for American Imaging Management Inc. in 2007.
For banking advice, WellPoint went with Michael McIvor, Brian Kinkead and John Hartley at Banc of America Securities Merrill Lynch. Robert King, a partner at Goldman, Sachs & Co., led the banking teams on Anthem's 2001 initial public offering as well as on the WellPoint and WellChoice deals. Banc of America Securities teamed with Goldman on the WellChoice bridge loan and also helped represent Anthem on the WellPoint deal.