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CVS to Buy Aetna for $69 Billion in a Deal That May Reshape the Health Industry

December 5, 2017
 

Source: The New York Times

CVS Health said on Sunday that it had agreed to buy Aetna for about $69 billion in a deal that would combine the drugstore giant with one of the biggest health insurers in the United States and has the potential to reshape the nation’s health care industry.

The transaction, one of the largest of the year, reflects the increasingly blurred lines between the traditionally separate spheres of a rapidly changing industry. It represents an effort to make both companies more appealing to consumers as health care that was once delivered in a doctor’s office more often reaches consumers over the phone, at a retail clinic or via an app.

The merger comes at a time of turbulent transformation in health care. Insurers, hospitals and pharmacy companies are bracing for a possible disruption in government programs like Medicare as a result of the Republicans’ plan to cut taxes. Congress remains at an impasse over the future of the Affordable Care Act, while employers and consumers are struggling under the weight of rising medical costs, including the soaring price of prescription drugs. And rapid changes in technology have raised the specter of new competitors — most notably Amazon.

A combined CVS-Aetna could position itself as a formidable figure in this changing landscape. Together, the companies touch most of the basic health services that people regularly use, providing an opportunity to benefit consumers. CVS operates a chain of pharmacies and retail clinics that could be used by Aetna to provide care directly to patients, while the merged company could be better able to offer employers one-stop shopping for health insurance for their workers.

But critics worry that customers could also find their choices sharply limited. The deal risks leaving patients with less choice of where to get care or fill a prescription if those with Aetna insurance are forced to go to CVS for much of their care.

On Sunday, the two companies emphasized their ability to transform CVS’s 10,000 pharmacy and clinic locations into community-based sites of care that would be far less expensive for patients.

“We think of it as creating a new front door to health care in America,” CVS Health’s chief executive, Larry J. Merlo, said in an interview.

The merger would establish a new way of delivering care, with nurses, pharmacists and others available to counsel people about their diabetes or do the lab work necessary to diagnose a condition, Mr. Merlo said. “We know we can make health care more affordable and less expensive.”

Mark T. Bertolini, Aetna’s chief executive, said that by using CVS’s locations, the company can provide people with a better way of accessing medical care.

“It’s in their community. It’s in their home,” he said. He added, “CVS has the draw. People trust their pharmacist.”

It is the development of community-based clinics — capable of delivering care with the technology and health information available from both parties — that could prove to be the biggest change brought about the deal.

The hope would be that consumers would not only be able to see savings by going to a retail store to treat a sore throat but also have better oversight of a chronic illness, such as diabetes or heart disease. They could get advice on how to lose weight, or undergo tests to monitor their health.

“If they can drive the adoption of the care delivery model, that’s a big deal,” said Ana Gupte, a senior health care analyst for Leerink Partners.

The merger agreement came as another factor weighs on the minds of all in the health care industry: Amazon, which has been rumored to be preparingfor an entry into the pharmacy business. Jeff Bezos, the Amazon chief executive, and his e-commerce juggernaut have already overturned many industries: book buying, retail shopping, groceries and Hollywood, using fierce customer loyalty and enormous reach as cudgels against incumbent players.

But CVS and Aetna have had a business partnership dating back seven years, and have steadily converged into similar visions of how the health care industry was evolving. Conversations about a deeper bond eventually crystallized into deal talks within the last two months, according to a person with direct knowledge of the discussions.

Although neither chief executive mentioned Amazon by name, both said that what they were creating was a compelling opportunity in and of itself.

“Chasing our competitors has never been a solution,” Mr. Bertolini said. He added, “Our competitors will do what they do.”

Many companies are seeking shelter in the arms of their former adversaries, with well-known medical groups like the Cleveland Clinic joining with Oscar Health, an insurer. With federal officials blocking traditional mergers — like the megadeal that featured Anthem and Cigna, the nation’s largest insurers, and one involving Aetna and its rival Humana — companies are looking at combinations that take them beyond their traditional lines of business.

Many analysts view the combination of CVS and Aetna as a defensive move by the companies. CVS Health, which also recently signed an agreement with Anthem to help the insurer start its own internal pharmacy benefit manager, is looking to protect its business with Aetna as it fends off rivals like UnitedHealth Group’s OptumRx and others. Aetna, foiled in its attempt to buy Humana, is searching for new ways to expand its business.

The merger could also fundamentally reshape the business of overseeing drug coverage for insurers, an industry that is dominated by three large players and that has increasingly come under scrutiny over the past year as public anger over high drug prices has expanded beyond the usual culprits — most notably the pharmaceutical industry — to lesser-known players like pharmacy benefit managers.

Under the terms of the deal, CVS will pay about $207 a share, based on Friday’s closing prices. Roughly $145 a share of that would be in cash, with the remainder in newly issued CVS stock. The deal is expected to close in the second half of next year, subject to approval by shareholders of both companies as well as regulators.

Antitrust approval has become an interesting question in the Trump administration, which bankers and lawyers had thought would be more tolerant of consolidation than its predecessor.

A combination of a drugstore company and an insurer is considered less problematic than a merger of two players in the same business, which could reduce competition and hurt consumers. Such concerns ultimately sank Aetna’s efforts to buy Humana, and Anthem’s push to buy Cigna, when the Obama administration signaled its opposition to such consolidation.

CVS’s proposed takeover of Aetna is a so-called vertical merger, combining companies in two different industries. But while such deals have traditionally met little opposition in Washington, the Justice Department has sued to block AT&T’s $85.4 billion takeover of Time Warner on the grounds that it would create too powerful of a content company.

Both CVS and Aetna played down the prospects of regulators moving to block their deal. The breakup fee for the transaction is not especially large, reflecting that belief.

Mr. Bertolini asserted that the companies would not raise prices for consumers. “It doesn’t make sense for us to charge people more when we want more people in the store,” he said.

But analysts and other merger experts warn that the deal could be blocked by federal antitrust officials who worry that it could lessen competition. One area of focus may be Medicare; both companies are significant players in offering prescription drug plans to Medicare beneficiaries.

While the companies said they want to lower costs, CVS also makes money on rebates from drug makers and on filling prescriptions through its pharmacies.

David A. Balto, an antitrust lawyer who has been sharply critical of combinations among insurers and pharmacy benefit managers, said that he was wary of having retailers in charge of people’s health. He argued that doctors may be in a better position to treat illness than retail executives.

“Who do you want to run the health care system?” he said.

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LA Business Journal Ranks CorpStrat in Largest Insurance Brokers

For the 10th consecutive year the Los Angeles Business Journal and San Fernando Valley Business Journals rank CorpStrat® among the largest insurance brokers in Los Angeles.

CorpStrat® offers insurance, employee benefits, HR, payroll and compliance tools to employers to help them attract, reward, retain and comply in an increasingly complex business climate.

The annual list ranks brokerage firms by premium revenue and includes national firms such as Gallagher, USI, and Wells Fargo USA.

Editorial – USA HealthCare System Fundamentally Flawed

Interesting take on our healthcare system.

THE WEEK- “Editor’s Letter.”  March 24,2017

The health-care system has a fundamental flaw: It’s far too expensive.  Americans spend $3.3 trillion a year on health care, which is 50 percent to 100 percent higher per capita than in other developed nations.  For our money, we get some of the world’s most sophisticated treatment of cancer, heart disease, and other serious illnesses.  

But overall, U.S. health care is relatively mediocre, producing shorter life expectancy, higher infant mortality, and worse health overall than the systems in such countries as the U.K., Switzerland, Canada, Australia, and Sweden.  

RyanCare won’t fix a broken system; Obamacare didn’t either. Both were conceived as patches on an absurdly complex Rube Goldberg machine assembled over 75 years of haphazard decisions.  Studies have found that 34 percent of the immense cost of our system is simply wasted, with no benefit to patients. 

Is health care a commodity like any other, which you can either afford of cannot? Or is it like education, electricity, or police and fire protection – basic necessities that government should ensure that everyone gets?  We can’t decide.  Our system is a clunky, free-market/socialist hybrid that ties coverage to employment, age, and income, with tens of millions of people falling through the gaps. 

 Meanwhile, doctors, hospitals, insurers, drug companies, medical device makers, and malpractice lawyers strive to make as much money as possible tending to the sick. The average hip replacement in the U.S. costs $40,364; in Spain, $7,731.   In the U.S., an angiogram is $914; in Canada, it’s $35.  Lipitor costs $124 per month here, and $6 in New Zealand. 

This is the elephant in the room. To address it, and to make health care truly available to all, would require radical change.  But too many people and companies have a vested interest in a health-care system that’s the most expensive and inefficient in the civilized world.  So that is what we’ll continue to have, no matter whose name precedes “-care.”

 

The Right ACA Reporting Tool For Your Business

ACA Reporting season is upon us, and many business owners are still struggling to understand their reporting responsibilities, and make the reporting process efficient and low-cost. Unfortunately, many find out too late that they don’t have the right plan or information to correctly file ACA reports with the IRS.

If you don’t know where to start…

Wouldn’t know a TIN if it walked right up and pinched you? When are ACA reports due? How do you store ACA reporting data? If you’re a small business owner who didn’t sign up for all of this red tape, an HR audit may be in order. An HR professional can review your business for potential compliance problems and risk exposures, and evaluate the best way for you to go forward with your ACA reporting in 2017. [Read more…] about The Right ACA Reporting Tool For Your Business

The Good, The Bad, and The Ugly of Paid Time Off

“You see, in this world there’s two kinds of businesses, my friend: Those that offer PTO and those who don’t.”

The allocation of paid sick and vacation days for employees has long been a dilemma for employers and HR managers, especially when it comes to small businesses.

Many questions spring to mind when considering PTO such as, How many days do we give? Do they carry over from year to year? Should we replace sick and vacation time with a combined paid-time-off (PTO) bank? How much vacation time do we need to offer to attract new employees? And, how do we determine when employees abuse PTO?

The answers to these questions, of course, depends on a number of factors ranging from the size of your organization and the type of work being done, to the flexibility of a given department and the possibility of employees to work from home.

To begin breaking this down, let’s look at data provided by small business owners across the U.S., showing how they handle sick and vacation days.

  • 30% offer less than five days.
  • 16% offer exactly five days.
  • 14% offer six-10 days.
  • 32% offer no sick days, only paid time off.
  • 9% offer unlimited sick days.

Many small business owners stated that having just one person out for more than a day can place a large strain on the entire company because they simply don’t have the numbers to accommodate an individual being out for an extended period of time. That would explain why 46% offer only five days or less of paid sick time.

Some workplaces however have acknowledged the many downsides of limiting paid sick time to their employees.  Between an increased cost of living, large student loan debts, and longer-than-usual recovery periods thank to our increased tolerance to antibiotics, employees have found themselves unable to afford taking “all the time they need” to fully recover when PTO is not offered, choosing instead to “tough it out,” which leads to more employees getting sick, missing work, and a decrease in overall productivity. To avoid this, one in 10 small business owners are now telling their employees, “Take as many paid sick days as needed.”

Increasingly popular, is the elimination of sick days in favor of a paid-time-off bank. No explanation necessary—if you can’t make it in, you can’t make it in; just mark it down as PTO. Some employers feel this limits confusion and avoids unnecessary excuses or made-up illnesses not to mention that employees enjoy the privacy this allows them to handle certain personal matters so they can come back to work focused and energized.

When it comes to vacation days, small business owners report the following:

  • 46% offer less than 10 paid vacation days.
  • 30% offer exactly 10 days.
  • 17% offer 15 days.
  • 8% offer more than 15 days.

The trend among smaller employers is clearly towards the lower end of the spectrum as an astounding 76% offer only 10 days or less of paid vacation time, sighting the difficulty in maintaining productivity in a small business environment when people are not working. This however may be the reason so many small businesses report high-turnover rates, difficulty attracting top talent, and other hiring challenges.

Small businesses can try and counter these challenges by offering employees more flexibility including options to work from home or the option to leave early for personal and family obligations. Productivity may also pose an issue though as employees do still need an opportunity to get away, recharge and unwind.

So, to PTO or not to PTO, that is the question. ‘Tis nobler to give employees paid time off to recover and recharge? Or, to continue down the course of strict sick and vacation day policies, while trying desperately to over-compensate with other benefits.

Keep in mind that employers who are able to provide more generous paid leave benefits have found that doing so yields better talent, productivity, and dividends in the long run.

How to Tackle Health Benefits in The 4th Quarter

Behind in the game? Here’s how you can finish strong and tackle health benefits in the 4th quarter.

Despite ACA/Obamacare, your health insurance rates are likely slated to increase this 4th quarter, with 90% of small businesses in California due to renew their health insurance plans by December 1st.

Not to mention that deductibles and out of pocket expenses will likely rise for most plans, regardless of the carrier (all of whom by-the-way will be overwhelmed since just about every single health insurance plan will be renewing at the exact same time.) So what can you do to avoid some of the stress?

Prepare Don’t Procrastinate

“A task left undone remains undone in two places — at the actual location of the task, and inside your head. Incomplete tasks in your head consume the energy of your attention as they gnaw at your conscience.” – Brahma Kumari

We are all a bit guilty of procrastinating from time to time, especially when it comes to tasks we think may be unpleasant, but success was never found in procrastination, it was seized through action and in effort. In the long run, and this applies to almost every situation, procrastinating will only drain you of more energy, time, and money than if you had gone ahead and taken care of it, so it’s best to take steps now, however small, before the flood gates open in Q4.

Just imagine if someone dropped a years worth of work on your desk all at once and asked you to complete it ASAP. Do you think you could give every matter it’s full attention?  Would you be able to sift through each detail?

That’s what Q4 will be like if you fail to prep, not to mention that some important money saving and even regulatory details may be overlooked, putting you and your business at risk. Those who are unprepared or uninformed can expect rocky times ahead.  In other words, it won’t be pleasant for those who procrastinate.

Consult With A Broker To Develop A Game Plan

Not sure where to start? Well that’s where strong, skilled brokers like us come in to play, as seasoned brokers can help clients navigate and review the market, benchmark opportunities, as well as help to build vibrant benefit plans that are perfectly suited for your business.

If you’re looking to hire and retain great employees in 2017 then you need to ensure the plans you put in place are more than just cost effective and within regulation, they should also be designed to help your business attract and retain top talent in order to keep your business moving forward. Experienced brokers can provide you with valuable insight and put together plans that will ultimately lead to improved retention rates and happier employees.

Ask Questions

Don’t ever be afraid to ask questions, a lot of questions. Great brokers love their clients, but most importantly, they love educating them. If you consult with a broker who isn’t happy answering all your questions, then find one who is, because trust and open communication is vital in an industry such as this and you don’t want to get left in the dark.

Own Up and Speak Up 

It’s not easy for some to reach out and admit they’ve made a poor decision or that they’ve procrastinated. For some managers and business owners, pride trumps all, but it shouldn’t. Great leaders know that trail, error, and failure are all a part of the game, so if you’re worried about appearances, don’t be. If the plans you have in place now are questionable at best, then say so. Honesty with your broker is an important step when it comes to the success of your business so don’t be afraid to say what works and what doesn’t either.

So in the end, if you’re a bit behind in the game, dreading the final quarter, and not sure where to turn then finding a strong broker to take charge is the best way to win.

* We here at Corporate Strategies are one of the leading employee benefit brokers in CA, ranking as Premier Partner status for most carriers, making us an excellent choice for small and medium sized businesses seeking change and assistance in tackling health benefit plans.