Investigation Overview
An investigation on behalf of investors, who currently hold shares of Express Scripts Holding Company (NASDAQ:ESRX), was announced concerning whether the takeover of Express Scripts Holding Company . by Cigna Corporation for a value of approximately $96.03 per share is unfair to NASDAQ:ESRX stockholders.
The investigation by a law firm concerns whether certain officers and directors of Express Scripts Holding Company breached their fiduciary duties owed to NASDAQ:ESRX investors in connection with the proposed acquisition.
On March. 8, 2018, Cigna Corporation(NYSE: CI) and Express Scripts Holding Company (NASDAQ: ESRX) announced that they have entered into an agreement whereby Cigna will acquire Express Scripts in a cash and stock transaction valued at approximately $67 billion, including Cigna's assumption of approximately $15 billion in Express Scripts debt. The merger consideration will consist of $48.75 in cash and 0.2434 shares of stock of the combined company per Express Scripts share. The transaction was approved by the board of directors of each company. Based on a closing price of $194.25 per NYSE:CI shares on March 7, 2018, investors in NASDAQ:ESRX shares will receive a value of approximately $96.03 per NASDAQ:ESRX shares
However, the investigation concerns whether the offer is unfair to NASDAQ:ESRX stockholders. More specifically, the investigation concerns whether the Express Scripts Holding Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
On March 9, 2018, NASDAQ:ESRX shares closed at $8.075 per share.