Omnicare

A Passion for Providing Quality Care through Omnicare

A Passion for Providing Quality Care through Omnicare
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05.23.19

Omnicare, a CVS Health company, provides pharmacy services to long-term care facilities nationwide, serving more than five million patients annually.

The care provided by our Omnicare colleagues is crucial to ensuring that the unique needs of the senior populations they serve are met quickly, efficiently and with compassion. 

One of our colleagues who drives this mission forward every day is Ezio DiMartino, a general manager who oversees operations at our Rhode Island-based Omnicare pharmacy, where prescriptions are received, filled and delivered daily to long-term facilities in the area. 

In 2018, DiMartino was awarded a CVS Health Paragon Award, which recognizes the best-of-the-best among CVS Health colleagues who deliver direct care to patients and customers. Now in its 28th year, the Paragon Awards honor colleagues who embody the core values of CVS Health.

Watch to learn more about DiMartino’s 25-year career with CVS Health, how he works to engage and build trust with his employees and the passion he brings to his work at Omnicare every day.

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CVS Health and Omnicare Sign Definitive Agreement for CVS Health to Acquire Omnicare

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05.21.15

WOONSOCKET, R.I.and CINCINNATI, May 21, 2015 /PRNewswire/ -- CVS Health Corporation (NYSE:CVS) and Omnicare, Inc. (NYSE:OCR) announced today that they have entered into a definitive agreement for CVS Health to acquire Omnicare, the leading provider of pharmacy services to long term care facilities, for $98.00 per share in cash, for a total enterprise value of approximately $12.7 billion, which includes approximately $2.3 billion in debt. In total, Omnicare has approximately 13,000 employees at 160 locations in 47 states across the U.S.

With the acquisition of Omnicare, CVS Health will significantly expand its ability to dispense prescriptions in assisted living and long term care facilities, serving the senior patient population. CVS Health will also expand its presence in the rapidly growing specialty pharmacy business. Omnicare's complementary specialty pharmacy platform and clinical expertise will augment CVS Health's capabilities and enable CVS Health to continue to provide innovative and cost-effective solutions to patients and payors.

The boards of directors of both companies have approved the transaction, which is subject to approval by the holders of Omnicare's common stock, as well as other customary closing conditions, including applicable regulatory approvals. The transaction is expected to close near the end of 2015.

CVS Health expects to achieve significant purchasing and revenue synergies as well as operating efficiencies from this combination. The company expects the transaction to be approximately 20 cents accretive to Adjusted EPS in 2016, its first full year, excluding integration and any one-time transaction costs. It is expected to become increasingly accretive to Adjusted EPS in subsequent years. The company has secured $13 billion in fully committed unsecured bridge financing from Barclays and expects to put in place permanent financing in the form of senior notes and/or term loans prior to the closing of the transaction. CVS Health expects that it will continue to have a solid balance sheet and, with its strong free cash flow, is committed to returning to its targeted leverage ratio of 2.7 times adjusted debt-to-EBITDA.

"The acquisition of Omnicare significantly expands our business, providing CVS Health access into a new pharmacy dispensing channel," said CVS Health President and CEO Larry Merlo. "It also creates new opportunities for us to extend our high-quality, innovative pharmacy programs to a broader population of seniors and chronic care patients as they transition across the care continuum. We have been impressed by the Omnicare team and what they have created for the patients they serve."

"We are pleased to have reached this agreement with CVS Health, one of the leading companies in the health care industry, which we believe will allow us to accelerate our mission of enhancing the quality and cost-effectiveness of care for complex patient populations," said Omnicare President and CEO Nitin Sahney. "This exciting combination is the result of a broad and thorough review of our strategic options. On behalf of the Omnicare team, I'd like to thank our 13,000 employees whose hard work and dedication has enabled Omnicare to become a recognized leader in pharmacy services."

Given the aging U.S. population, long term care is a growth segment of the health care system. More people are expected to use assisted living facilities and independent living communities in the coming decades, creating a substantial growth opportunity for those companies serving the health care needs of seniors.

In entering this new customer distribution channel, CVS Health will deliver meaningful benefits to consumers, patients, caregivers, and payors by providing highly coordinated clinical pharmacy care across multiple treatment settings from retail to long term care. CVS Health will help improve patient outcomes and provide enhanced continuity of care to patients and caregivers as they transition through the health care system.

CVS Health received investment banking and financial advice from Barclays and Evercore. The company was advised on transaction legal matters by Sullivan & Cromwell LLP and on antitrust matters by Dechert LLP.

BofA Merrill Lynch and Centerview Partners are serving as financial advisors to Omnicare. White & Case LLP is serving as Omnicare's legal counsel.

Teleconference and Webcast

CVS Health will be holding a conference call today for the investment community at 8:30 am (EDT) to discuss the transaction. The dial-in number for the call is 800-750-5849 or, for international callers, 212-231-2921. An audio webcast of the call will be broadcast simultaneously on CVS Health's website for all interested parties. To access the webcast, please visit the investor relations section of the company's website at http://investors.cvshealth.com/. A replay of the call will be available from approximately 10:30 am (EDT) on May 21 through 10:30 am (EDT) on May 28. It can be accessed by dialing 800-633-8284 or, for international callers, 402-977-9140, and entering access code 21769309. The webcast will be archived and available on the CVS Health website for a one-year period following the conference call.

About CVS Health
CVS Health (NYSE: CVS) is a pharmacy innovation company helping people on their path to better health. Through its 7,800 retail drugstores, nearly 1,000 walk-in medical clinics, a leading pharmacy benefits manager with more than 70 million plan members, and expanding specialty pharmacy services, the Company enables people, businesses and communities to manage health in more affordable, effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at www.cvshealth.com.

About Omnicare
Omnicare, Inc., a Fortune 500 company based in Cincinnati, Ohio, provides comprehensive pharmaceutical services to patients and providers across the United States. As the market-leader in professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other chronic care institutions, Omnicare leverages its unparalleled clinical insight into the geriatric market along with some of the industry's most innovative technological capabilities to the benefit of its long-term care customers. Omnicare also provides specialty pharmacy and key commercialization services for the bio-pharmaceutical industry through its Specialty Care Group. For more information, visit www.omnicare.com.

Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of the federal securities laws. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These forward-looking statements may be identified by words such as 'believes', 'expects', 'anticipates', 'projects', 'intends', 'should', 'seeks', 'estimates', 'future' or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. The factors that could cause actual results to differ materially include the following: the possibility that the anticipated synergies and other benefits from the proposed acquisition of Omnicare by CVS Health will not be realized, or will not be realized within the expected time periods; the inability to obtain regulatory approvals of the proposed acquisition (including the approval of antitrust authorities necessary to complete the transaction) on the terms desired or anticipated; the timing of such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction; the risk that a condition to closing the transaction may not be satisfied on a timely basis or at all; the risk that the proposed transaction fails to close for any other reason; the risks and uncertainties related to CVS Health's ability to successfully integrate the operations, products and employees of Omnicare; the effect of the potential disruption of management's attention from ongoing business operations due to the pending acquisition; the effect of the announcement of the proposed transaction on CVS Health's and Omnicare's relationships with their respective customers, vendors and lenders and on their respective operating results and businesses generally; access to available financing on a timely basis and on reasonable terms; the outcome of any legal proceedings related to the proposed acquisition; and the risks and uncertainties normally incidental to the respective businesses of CVS Health and Omnicare. Additional information concerning these and other risks and uncertainties can be found in CVS Health's and Omnicare's periodic reports filed with the U.S. Securities and Exchange Commission (the "SEC"). Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, www.cvshealth.com, www.omnicare.com or on request from CVS Health or Omnicare, as applicable. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, neither CVS Health nor Omnicare undertakes any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Omnicare, Inc. by CVS Pharmacy, Inc., a wholly owned subsidiary of CVS Health Corporation. In connection with the proposed acquisition, CVS Health and Omnicare intend to file relevant materials with the SEC, including Omnicare's proxy statement on Schedule 14A. INVESTORS AND STOCKHOLDERS OF OMNICARE ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING OMNICARE'S PROXY STATEMENT WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED ACQUISITION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the proxy statement (when available) and other relevant documents free of charge at the SEC's web site, http://www.sec.gov, and Omnicare stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from Omnicare.

Participants in Solicitation
CVS Health and its directors and executive officers, and Omnicare and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Omnicare common stock in connection with the proposed acquisition. Information about the directors and executive officers of CVS Health is set forth in the proxy statement for CVS Health's 2015 Annual Meeting of Stockholders, which was filed with the SEC on March 27, 2015. Information about the directors and executive officers of Omnicare is set forth in the proxy statement for Omnicare's 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2015. Additional information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and other relevant materials filed by Omnicare with the SEC in connection with the proposed acquisition when they become available.

Contacts:

For CVS Health:
Nancy Christal
Senior Vice President
Investor Relations
(914) 722-4704

Carolyn Castel
Vice President
Corporate Communications
(401) 770-5717
Carolyn.Castel@CVSHealth.com

For Omnicare:
Patrick Lee
Senior Vice President
Investor Relations
(513) 719-1507
patrick.lee@omnicare.com

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SOURCE CVS Health Corporation

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CVS Health Completes Omnicare Acquisition

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08.18.15

WOONSOCKET, R.I., Aug. 18, 2015 /PRNewswire/ -- CVS Health Corporation (NYSE: CVS) announced today that it has completed the acquisition of Omnicare, the leading provider of pharmacy services to long term care facilities, for a total enterprise value of approximately $12.9 billion.

About CVS Health

CVS Health (NYSE: CVS) is a pharmacy innovation company helping people on their path to better health. Through its 7,800 retail drugstores, nearly 1,000 walk-in medical clinics, a leading pharmacy benefits manager with more than 70 million plan members, and expanding specialty pharmacy services, the Company enables people, businesses and communities to manage health in more affordable, effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at www.cvshealth.com.

Contacts:

Nancy Christal
Senior Vice President
Investor Relations
(914) 722-4704

Carolyn Castel
Vice President
Corporate Communications
(401) 770-5717
Carolyn.Castel@CVSHealth.com

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SOURCE CVS Health Corporation

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CVS Health Corporation Announces Results to Date of Exchange Offers and Consent Solicitations

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10.06.15

WOONSOCKET, R.I., Oct. 6, 2015 /PRNewswire/ -- CVS Health Corporation ("CVS Health", NYSE: CVS) announced today the results to date for the previously announced (A) private exchange offers ("Exchange Offers") to Eligible Holders (as defined below) to exchange new 4.75% Senior Notes due 2022 (the "New CVS Health 2022 Notes") and new 5.00% Senior Notes due 2024 (the "New CVS Health 2024 Notes" and, together with the New CVS Health 2022 Notes, the "New CVS Health Notes"), in each case issued by CVS Health, and cash payments for the 4.75% Senior Notes due 2022 (the "Existing Omnicare 2022 Notes") and the 5.00% Senior Notes due 2024 (the "Existing Omnicare 2024 Notes" and, together with the Existing Omnicare 2022 Notes, the "Existing Omnicare Notes"), in each case issued by Omnicare, Inc. ("Omnicare"), which was recently acquired by CVS Health, and (B) solicitation of consents (the "Consent Solicitations") from Eligible Holders of Existing Omnicare Notes to proposed amendments that would eliminate substantially all restrictive covenants and certain events of default and other provisions of the indentures under which such Existing Omnicare Notes were issued (the "Proposed Amendments").

The aggregate principal amount of Existing Omnicare 2022 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on October 5, 2015 (the "Early Tender Date") was $384,801,000, representing approximately 96.2% of the $400,000,000 aggregate principal amount of outstanding Existing Omnicare 2022 Notes. The aggregate principal amount of Existing Omnicare 2024 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on the Early Tender Date, was $294,729,000, representing approximately 98.2% of the $300,000,000 aggregate principal amount of outstanding Existing Omnicare 2024 Notes.

As the consent of the Eligible Holders of a majority of the aggregate principal amount of the Existing Omnicare Notes outstanding of both series has been obtained (the "Requisite Consents"), the Proposed Amendments for each series have been approved. Accordingly, it is expected that Omnicare and the trustee under the applicable indentures for the Existing Omnicare Notes will execute and deliver a supplemental indenture relating to the Proposed Amendments that will become effective upon acceptance of the applicable series of Existing Omnicare Notes for exchange pursuant to the applicable Exchange Offer on the Early Settlement Date (as defined below).

CVS Health intends to consummate the Exchange Offers in respect of both series of Existing Omnicare Notes, subject to the satisfaction of or, where permitted, the waiver of the conditions discussed in a confidential offering memorandum and consent solicitation statement dated September 22, 2015 (the "Offering Memorandum").

For each $1,000 principal amount of Existing Omnicare Notes validly tendered at or prior to 5:00 p.m., New York City time, on the Early Tender Date and not validly withdrawn, Eligible Holders of Existing Omnicare Notes will be eligible to receive the applicable total exchange consideration set out in the table below, which includes the applicable early tender premium set out in such table (the "Early Tender Premium"). Payment is expected to be made on October 9, 2015 (the "Early Settlement Date") for such Existing Omnicare Notes accepted for purchase.

Titleof
Series

CUSIP Number

Principal Amount Outstanding

Exchange Consideration(1)

Early Tender Premium(1)

Total Exchange Consideration(1)(2)

4.75% Senior
Notes due
2022

681904AS7

$400,000,000

$970 principal amount of New CVS Health 2022 Notes and $2.50 in cash

$30 principal amount of New CVS Health 2022 Notes

$1,000 principal amount of New CVS Health 2022 Notes and $2.50 in cash

5.00% Senior Notes due 2024

681904AT5

$300,000,000

$970 principal amount of New CVS Health 2024 Notes and $2.50 in cash

$30 principal amount of New CVS Health 2024 Notes

$1,000 principal amount of New CVS Health 2024 Notes and $2.50 in cash

(1)For each $1,000 principal amount of Existing Omnicare Notes, subject to any rounding as described in the Offering Memorandum.
(2) Includes Early Tender Premium.

The New CVS Health Notes delivered in exchange for validly tendered Existing Omnicare Notes will bear interest from (and including) the most recent interest payment date on the Existing Omnicare Notes. No cash interest will be paid in connection with the Exchange Offers with respect to the Existing Omnicare Notes tendered for exchange in the Exchange Offers.

Tendered Existing Omnicare Notes may no longer be withdrawn. Holders may still tender Existing Omnicare Notes at any time prior to 11:59 p.m., New York City time, on October 20, 2015, unless extended (the "Expiration Date"), but will be only eligible to receive the Exchange Consideration listed in the table above.

The New CVS Health Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws and, unless so registered, the New CVS Health Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account or benefit of any U.S. person, except pursuant to an exemption from the registration requirements of the Securities Act. Accordingly, the Exchange Offers are being made only (i) to qualified institutional buyers as defined in Rule 144A under the Securities Act and (ii) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act (collectively, "Eligible Holders").

The complete terms and conditions of the Exchange Offers and the Consent Solicitations, as well as the terms of the New CVS Health Notes, are set forth in the Offering Memorandum and a related letter of transmittal and consent. The Offering Memorandum and related letter of transmittal and consent will only be made available to holders who complete an eligibility letter confirming their status as Eligible Holders. Holders of Existing Omnicare Notes who wish to receive a copy of the eligibility letter for the Exchange Offers may contact D.F. King & Co., Inc. toll free at (800) 814-9324, (212) 269-5550 (banks and brokerage firms) or at www.dfking.com/Omnicare.

This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to Rule 135c under the Securities Act.

About CVS Health

CVS Health (NYSE: CVS) is a pharmacy innovation company helping people on their path to better health. Through its more than 7,800 retail drugstores, nearly 1,000 walk-in medical clinics, a leading pharmacy benefits manager with more than 70 million plan members, and expanding specialty pharmacy services, CVS Health enables people, businesses and communities to manage health in more effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs.

Cautionary Statement Concerning Forward Looking Statements

This release contains certain "forward looking statements" within the meaning of the federal securities laws. In addition, the Company and its representatives may, from time to time, make written or verbal forward looking statements, including statements contained in the Company's filings with the SEC and in its reports to stockholders, press releases, webcasts, conference calls, meetings and other communications. Generally, the inclusion of the words "believe," "expect," "intend," "estimate," "project," "anticipate," "will," "should" and similar expressions identify statements that constitute forward looking statements. All statements addressing operating performance of CVS Health or any subsidiary, events or developments that the Company expects or anticipates will occur in the future, including statements relating to corporate strategy; revenue growth; earnings or earnings per common share growth; adjusted earnings or adjusted earnings per common share growth; free cash flow; debt ratings; inventory levels; inventory turn and loss rates; store development; relocations and new market entries; retail pharmacy business, sales trends and operations; pharmacy business management business, sales trends and operations; the Company's ability to attract or retain customers and clients; Medicare Part D competitive bidding, enrollment and operations; new product development; and the impact of industry developments, as well as statements expressing optimism or pessimism about future operating results or events, are forward looking statements within the meaning of the federal securities laws.

The forward looking statements are and will be based upon management's then current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. The Company undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise.

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SOURCE CVS Health Corporation

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CVS Health Corporation Announces Expiration of Exchange Offers and Consent Solicitations

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10.21.15

WOONSOCKET, R.I., Oct. 21, 2015 /PRNewswire/ --CVS Health Corporation ("CVS Health", NYSE: CVS) announced today the expiration at 11:59 p.m., New York City time, on October 20, 2015 (the "Expiration Date"), of its previously announced (A) private exchange offers ("Exchange Offers") to Eligible Holders (as defined below) to exchange new 4.75% Senior Notes due 2022 (the "New CVS Health 2022 Notes") and new 5.00% Senior Notes due 2024 (the "New CVS Health 2024 Notes" and, together with the New CVS Health 2022 Notes, the "New CVS Health Notes"), in each case issued by CVS Health, and cash payments for the 4.75% Senior Notes due 2022 (the "Existing Omnicare 2022 Notes") and the 5.00% Senior Notes due 2024 (the "Existing Omnicare 2024 Notes" and, together with the Existing Omnicare 2022 Notes, the "Existing Omnicare Notes"), in each case issued by Omnicare, Inc. ("Omnicare"), which was recently acquired by CVS Health, and (B) solicitation of consents (the "Consent Solicitations") from Eligible Holders of Existing Omnicare Notes to proposed amendments that would eliminate substantially all restrictive covenants and certain events of default and other provisions of the indentures under which such Existing Omnicare Notes were issued (the "Proposed Amendments").

The complete terms and conditions of the Exchange Offers and the Consent Solicitations are set forth in a confidential offering memorandum and consent solicitation statement dated September 22, 2015 (the "Offering Memorandum").

As of the Expiration Date, according to D.F. King & Co., Inc., the exchange agent for the Exchange Offers, the aggregate principal amount of Existing Omnicare 2022 Notes validly tendered and not validly withdrawn after 5:00 p.m., New York City time, on October 5, 2015 (the "Early Tender Date") but at or prior to the Expiration Date was $2,565,000, and the aggregate principal amount of Existing Omnicare 2024 Notes validly tendered and not validly withdrawn after the Early Tender Date but at or prior to the Expiration Date was $1,575,000. Accordingly, an aggregate of $387,366,000 principal amount of Existing Omnicare 2022 Notes and an aggregate of $296,304,000 principal amount of Existing Omnicare 2024 Notes were validly tendered and not validly withdrawn pursuant to the Exchange Offers.

For each $1,000 principal amount of Existing Omnicare Notes validly tendered after the Early Tender Date and not validly withdrawn before the Expiration Date, Eligible Holders of Existing Omnicare Notes will be eligible to receive the applicable Exchange Consideration set out in the table below. Payment is expected to be made on October 21, 2015 (the "Final Settlement Date") for such Existing Omnicare Notes accepted for purchase.

Titleof Series

CUSIP Number

Principal Amount Outstanding at the Commencement of the Exchange Offers

Exchange Consideration(1)

4.75% Senior Notes due 2022

681904AS7

$400,000,000

$970 principal amount of New CVS Health 2022 Notes and $2.50 in cash

5.00% Senior Notes due 2024

681904AT5

$300,000,000

$970 principal amount of New CVS Health 2024 Notes and $2.50 in cash

(1) For each $1,000 principal amount of Existing Omnicare Notes, subject to any rounding as described in the Offering Memorandum.

The New CVS Health Notes delivered in exchange for validly tendered Existing Omnicare Notes will bear interest from (and including) the most recent interest payment date on the Existing Omnicare Notes. No cash interest will be paid in connection with the Exchange Offers with respect to the Existing Omnicare Notes tendered for exchange in the Exchange Offers.

The New CVS Health Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws and, unless so registered, the New CVS Health Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account or benefit of any U.S. person, except pursuant to an exemption from the registration requirements of the Securities Act. Accordingly, the Exchange Offers were made only (i) to qualified institutional buyers as defined in Rule 144A under the Securities Act and (ii) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act (collectively, "Eligible Holders").

This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to Rule 135c under the Securities Act.

About CVS Health

CVS Health (NYSE: CVS) is a pharmacy innovation company helping people on their path to better health. Through its more than 7,800 retail drugstores, nearly 1,000 walk-in medical clinics, a leading pharmacy benefits manager with more than 70 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, and expanding specialty pharmacy services, CVS Health enables people, businesses and communities to manage health in more effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs.

Cautionary Statement Concerning Forward Looking Statements

This release contains certain "forward looking statements" within the meaning of the federal securities laws. In addition, the Company and its representatives may, from time to time, make written or verbal forward looking statements, including statements contained in the Company's filings with the SEC and in its reports to stockholders, press releases, webcasts, conference calls, meetings and other communications. Generally, the inclusion of the words "believe," "expect," "intend," "estimate," "project," "anticipate," "will," "should" and similar expressions identify statements that constitute forward looking statements. All statements addressing operating performance of CVS Health or any subsidiary, events or developments that the Company expects or anticipates will occur in the future, including statements relating to corporate strategy; revenue growth; earnings or earnings per common share growth; adjusted earnings or adjusted earnings per common share growth; free cash flow; debt ratings; inventory levels; inventory turn and loss rates; store development; relocations and new market entries; retail pharmacy business, sales trends and operations; pharmacy business management business, sales trends and operations; the Company's ability to attract or retain customers and clients; Medicare Part D competitive bidding, enrollment and operations; new product development; and the impact of industry developments, as well as statements expressing optimism or pessimism about future operating results or events, are forward looking statements within the meaning of the federal securities laws.

The forward looking statements are and will be based upon management's then current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. The Company undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise.

Publication of Issue Price of New CVS Health Notes Pursuant to Treas. Reg. Section 1.1273-2(f)(9)

CVS Health is publishing this notice, pursuant to the requirements of Treas. Reg. Section 1.1273-2(f) (the "Regulation"), with respect to the Exchange Offers. The Regulation requires the issuer of a debt instrument to determine whether the debt instrument is "publicly traded" as provided by the Regulation and, if so, the fair market value of the debt instrument. The Regulation also requires an issuer who has determined that a debt instrument is publicly traded to make that determination as well as the fair market value of the debt instrument (which can be stated as its "issue price") available to holders in a commercially reasonable fashion, including by electronic publication, within 90 days of the date of issue of the debt instrument.

Pursuant to the requirements of the Regulation, based on information reasonably available to CVS Health, CVS Health hereby notifies the holders of the New CVS Health Notes that it has determined that:

  • Both the New CVS Health 2022 Notes and the New CVS Health 2024 Notes are "publicly traded" as provided by the Regulation;
  • The issue price of the New CVS Health 2022 Notes was 111.24% of their principal amount; and
  • The issue price of the New CVS Health 2024 Notes was 111.67% of their principal amount.

As provided by the Regulation, this determination is binding upon all holders of the New CVS Health Notes unless the holder explicitly discloses, in accordance with the requirements of the Regulation, that its determination is different from CVS Health's determination on the holder's timely filed U.S. federal income tax return for the taxable year that includes its acquisition date of the New CVS Health Notes.

This notice is only intended to fulfill CVS Health's notification obligation under the Regulation and does not constitute tax advice. CVS Health advises each holder of the New CVS Health Notes to consult their own tax advisers regarding the implications of this issue price notice on the determination of the holder's tax liabilities.

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SOURCE CVS Health Corporation

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Meaningful Touchpoints with Providers

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08.23.18

Patients prioritize trust in health care delivery when selecting care in their communities. As a front door to health care, CVS Health is committed to serving as a knowledgeable and reliable health resource in communities nationwide. 

From assistance with prescriptions to treating minor illnesses and complex conditions, we offer meaningful touchpoints with health care providers across the continuum of care. Below are three key ways we are enabling real-time, high-quality interactions between patients and providers. 

Delivering Medication Support from Start to Finish

With an estimated annual cost of $290B, non-adherence is an expensive problem for the health care system.http://www.nehi.net/bendthecurve/sup/documents/Medication_Adherence_Brief.pdf CVS Health’s 30,000 pharmacists provide comprehensive medication support, helping to ensure that patients can afford their prescriptions and also take them as directed. For example: 

  • When a patient brings their prescription to be filled, CVS Health’s pharmacists use the Rx Savings Finder tool to review a patient’s prescription regimen, medication history and insurance plan at the pharmacy counter to determine the best way to save money on out-of-pocket costs.

  • CVS Health’s pharmacists provide ongoing medication counseling to help patients better understand their prescription medications, as well as recommend pharmacy services, such as automatic refills or prescription consolidation programs like ScriptSync that result in fewer trips to the pharmacy.

  • With 117 million Americans currently living with a chronic health condition and nearly 90 percent managing their disease with prescription medications, medication adherence is critical to preventing diseases from worsening. CVS Health’s pharmacists offer personalized support for CVS Caremark members through Pharmacy Advisor, a program that engages patients diagnosed with chronic conditions either face-to-face or by phone. 

Managing Health and Wellness Needs 24 hours a Day, Seven Days a Week

It’s not always easy or practical for patients to fit health services into their daily schedules. That’s why CVS Health provides extended hours and technological solutions to help patients receive care when they need it. 

The 125 health services offered at our 1,100 MinuteClinic locations are available during extended hours. These services are delivered by nurse practitioners and physician assistants who are compassionate and highly qualified. In fact, MinuteClinic was the first retail clinic to receive a Gold Seal of Approval from the Joint Commission – helping provide peace of mind that care delivered conveniently can also be high-quality

We’re also leveraging technology to help patients interact with providers around the clock. For example, we recently launched a virtual health care offering through MinuteClinic that directly connects patients to providers via mobile phone 24 hours a day, seven days a week. Through this, a provider can assess a patient’s condition and determine the appropriate course of treatment following evidence-based clinical care guidelines. 

Supporting Patients with Complex Health Conditions

Five percent of the U.S. population drives about 50 percent of total health care spending, with many of these patients dealing with complex conditions often requiring hospitalization. CVS Health recognizes that improving care outside of the hospital setting for these patients is an important step toward improving health outcomes and reducing preventable hospitalization and readmissions:

  • Through Omnicare, CVS Health offers personalized pharmacy support at post-acute care and senior living facilities.

  • Coram CVS Specialty Infusion Services includes a clinical team of nurses, dietitians and pharmacists who deliver infusion therapies, education and support services to more than 50,000 patients each month.

  • CVS Health’s Specialty Connect™ prescription services program offers patients with complex conditions greater choice and flexibility to help them access their specialty medications and expert clinical support.

For more information about CVS Health’s efforts to improve access to quality care across the nation, visit our Quality & Access information center and the CVS Health Impact Dashboard. To stay informed about the latest updates and innovations from CVS Health, register for content alerts and our bi-weekly health care newsletter.

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Improving Health Outcomes by Increasing Access to Lower Cost Health Care

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03.28.18

Dr. Troy Brennan serves as CVS Health’s Executive Vice President and Chief Medical Officer. Here, he discusses how CVS Health is simultaneously helping to address population health challenges and rising health care costs.

Given the challenges of affordability and access in the health care system, CVS Health is working diligently to activate our full suite of assets to deliver better health at a lower cost in communities across America. Key to these efforts is bringing affordable, high-quality care closer to home to the people who need it most – namely those patients managing chronic diseases, those who are especially fragile, and those who are transitioning from the hospital to the home or long-term care settings.

Not only do we believe there is a tremendous opportunity to improve care and quality of life for these patients, but we also see great potential to address some of the largest drivers of health care costs. For example, nearly 30 percent of hospital readmissions are avoidable,Health Affairs. “Many Emergency Department Visits Could Be Managed At Urgent Care Centers And Retail Clinics.” September 2010. https://www.healthaffairs.org/doi/pdf/10.1377/hlthaff.2009.0748 and these preventable readmissions cost the health system billions of dollars each year – an estimated $17 billion for Medicare alone.Agency for Healthcare Research and Quality. “Statistical Brief #172.” April 2014.http://www.hcup-us.ahrq.gov/reports/statbriefs/sb172-Conditions-Readmissions-Payer.pdf Similarly, about one quarter of emergency room (ER) visits are not necessary,Health Affairs. “Proportion of hospital readmissions deemed avoidable: a systematic review.” April 2011. https://www.healthaffairs.org/doi/pdf/10.1377/hlthaff.2009.0748 resulting in an estimated $38 billion in wasted spending.New England Health Institute. “A Matter of Urgency: Reducing Emergency Department Overuse.” March 2010. https://www.nehi.net/writable/publication_files/file/nehi_ed_overuse_issue_brief_032610finaledits.pdf Ensuring patients have access to convenient care outside of the hospital and between doctor visits can help improve their health outcomes and reduce costly and unnecessary health care system utilization.

Our efforts focus on three aims:

Improving the Management of Chronic Disease

Patients with chronic diseases often take multiple medications to manage their conditions. Staying on track can be difficult, but taking medications as prescribed is critical to help prevent conditions from worsening. This is why we employ multiple strategies to help our patients remain adherent, including a variety of digital tools as well as face-to-face and in-app counseling. Newly simplified drug labels and our ScriptPath Prescription Schedule help patients keep prescription information and dosing instructions all in one place. MinuteClinic also offers a range of screening and health services, with programs and services to monitor chronic disease both remotely and on-site with qualified health care providers.

Helping Vulnerable Populations Get The Care They Need

For fragile patients, it is important that we meet them where they are by bringing care closer to home. These patients – just five percent of the population – account for more than half of health care costs, at more than $50,000 annually per patient.Source: Department of Health and Human Services, 2012. Our CVS Pharmacy and MinuteClinic locations provide accessible care sites in 10,000 communities nationwide. Additional offerings, including Omnicare, which brings pharmacy services to long-term care and post-acute facilities, and Coram infusion services, also deliver support and treatment closer to patients.

Improving Care Transitions and Increasing Interoperability

For those patients transitioning out of hospital care, data show that readmission rates could be cut in half if patients have a complete review of their medications after discharge to help them better manage their care at home. This is where our pharmacists and MinuteClinic practitioners can help – serving as counselors and working with patients’ primary care providers and specialists to help coordinate care as part of an integrated medical home. Our partnership with Epic helps enable interoperability and collaboration among patients’ care teams, identifying gaps in care and improving transitions.

Collectively, these efforts are improving outcomes and making it easier for patients with complex medical needs access affordable, coordinated health care.

For more information on how CVS Health is working to expand access to more affordable and effective health care, check out our Cost of Care information center and the CVS Health Impact Dashboard. To stay informed about the latest updates and innovations from CVS Health, register for content alerts and our bi-weekly health care newsletter.

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Care Coordination Solutions Following the IMPACT Act

Care Coordination Solutions Following the IMPACT Act
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10.23.18

The United States will undergo a population shift over the next several decades, as the number of Americans who are 65 and older increases. In fact, this group will reach 98 million by 2060, accounting for nearly one quarter of the population.https://www.prb.org/aging-unitedstates-fact-sheet/ This population change is particularly significant for the baby boomer generation, which is expected to fuel an increase of up to 75 percent in the number of seniors who require nursing home care (about 2.3 million by 2030).

As the population evolves, there is much that can be done to mitigate the associated impact on health care costs. Omnicare, the leading provider of pharmacy care services to senior communities, long-term care facilities and assisted living facilities, is uniquely positioned to help address the needs of our country’s aging population across the spectrum of senior care.

IMPACT Act Implementation

To improve the quality of health care for millions of older Americans, lawmakers passed the Improving Medicare Post-Acute Care Transformation (IMPACT) Act of 2014. The IMPACT Act provides consumers and the government with information regarding outcomes and the cost of care. The IMPACT Act standardizes assessments for critical care issues among post-acute care providers and helps ensure that patient care is delivered holistically, based on what the patient truly needs.

A key component of the IMPACT Act involves changes to the requirements around Drug Regimen Reviews (DRRs). Beginning on October 1, 2018, data from three DRR-related items must be collected, to ensure that all long-term care or skilled nursing facilities are meeting the same standard. Medication reviews following acute care, such as hospital stays, are important because they can identify medication issues. The new requirements reduce the amount of time a post-acute care facility has to conduct these reviews, reducing the likelihood that a patient experiences medication issues, and standardizes the way those issues are communicated to the patient’s prescriber and how they are addressed.

Improving Coordination of Care

To help the long-term care and skilled nursing facilities that Omnicare provides services for, we have developed education materials and tools to help these facilities meet the new DRR requirements.

Omnicare pharmacists will now complete admission reviews within 72-hours (or an agreed upon time frame) of a patient’s admission or readmission. The reviews will identify clinically significant medication issues, as well as evaluate dosing and work to reduce polypharmacy. The DRRs will also focus on optimizing care in the areas of diabetes, pain management, COPD, antibiotic stewardship, heart failure and other areas. Lastly, the reviews will include cost management strategies such as ensuring the appropriate stop dates for antibiotics and post-operative medications.

These enhanced DRR offerings will help the facilities ensure they are meeting IMPACT Act requirements, as well as optimize medication use and improve health outcomes for patients.

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Pharmacy Care

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08.08.16
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Our more than 9,900 CVS Pharmacy locations dispense more prescriptions than any other drugstore chain. Through face-to-face counseling, our pharmacists drive medication adherence, close gaps in care, recommend more cost-effective drug therapies and are committed to helping people on their path to better health.

Improving Adherence

CVS Pharmacy offers several innovative programs that focus on helping people remain adherent to their medications.  

ScriptPath
The ScriptPath Prescription Management System simplifies the way patients take their medications. Utilizing a prescription schedule, prescription label and prescription overview, the system automatically reviews a patient’s current CVS Pharmacy prescription information and prescribers’ instructions, and then uses clinical data to generate a schedule of the most effective times of day to take the medications.

ScriptSync
ScriptSync™ enables patients with multiple medications to pick up their eligible maintenance prescriptions in a monthly CVS Pharmacy visit. By aligning prescription fill schedules for patients, CVS Pharmacy aims to make it easier and more convenient for patients to take their medications as prescribed.

Pharmacy Advisor
Our Pharmacy Advisor® program is designed to help CVS Caremark plan members achieve better health outcomes. Through the program, CVS Health engages plan members who are diagnosed with chronic conditions either face-to-face when they choose to fill prescriptions at CVS Pharmacy or by phone when members choose mail service pharmacy.

Maintenance Choice
The Maintenance Choice® offering gives CVS Caremark plan members a choice of how they want to fill their prescriptions. Plan members can choose to fill 90-day supplies of medications for chronic conditions either through CVS Caremark mail service or at any of our CVS Pharmacy locations. Regardless of their choice, they pay the typically lower mail co-pay.  

Immunizations

Pharmacists provide accessible, affordable support to help navigate preventive care needs. Immunizations can help prevent a range of ailments and diseases, including seasonal flu, meningitis, chicken pox, and many others. CVS pharmacists are specially trained to provide vaccine services, offering patients a safe and convenient way to stay on top of vaccines recommended by the Centers for Disease Control and Prevention (CDC).

Saving Patients Money

At CVS Pharmacy, we know that cost can often be a barrier to adherence. That’s why we developed the CVS Pharmacy Rx Savings Finder, a new step-by-step tool that allows pharmacists to identify lower cost options for patients, starting with confirming a patient’s insurance plan and moving through a number of savings options. The digital capability allows our 30,000 retail pharmacists to quickly and seamlessly evaluate individual prescription savings opportunities right at the pharmacy counter.

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Adapting Health Care Services to the Needs of an Aging Population

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11.01.16
CVS Health is actively working on programs and services to meet the needs of the growing senior population.

Our country is experiencing a profound demographic shift: the rapid growth of the number of Americans aged 65 and older. According to “Aging in the United States,” a report from The Population Reference Bureau, this group will more than double in size from 46 million today to 98 million by 2060, and will account for nearly one quarter of the population. This change is particularly significant for the baby boomer generation, which is expected to fuel an increase of up to 75 percent in the number of seniors who require nursing home care (about 2.3 million by 2030).

While the rise in the aging population is inevitable, there is much that can be done to mitigate the associated impact on health care costs. CVS Health is at the forefront of these efforts, with programs offering additional support and services for those aged 65 and older, especially those with chronic conditions.

Addressing Chronic Disease More Important Than Ever

Seniors are among the millions of Americans suffering from chronic conditions that require lifestyle modifications and daily maintenance medications, including heart disease and dementias such as Alzheimer’s disease. Unfortunately, only a small percentage adopts healthier behaviors and takes medication as prescribed. 

According to the Centers for Disease Control and Prevention (CDC), three in four Americans aged 65 and older have multiple chronic conditions, compared with one in four of the overall American population. In addition to driving up costs, this puts additional pressure on a health care system that is already feeling the strain of an increase in the number of patients and a decrease in the number of providers.

Improving Care, Reducing Costs

By improving support services for the growing senior population, especially for those with chronic conditions, we can direct health care resources to address individual patients’ needs and challenges sooner, leading to greater cost efficiencies and improved health outcomes.

One effective strategy is to provide medication reconciliation and other medication-related support services. For example, according to the Agency for Healthcare Research and Quality, hospital readmissions are highest among the Medicare population.

A study by the CVS Health Research Institute found that medication reconciliation programs, in which pharmacists review patients' medication regimens and provide adherence counseling during the transition from hospital to home, reduced risk of hospital readmission by 50 percent and helped avoid unnecessary health care costs. 

Other effective approaches include:

  • Omnicare, a wholly owned subsidiary of CVS Health, is a pharmacy service provider to long-term care facilities such as nursing homes. They provide medication reconciliation services specifically tailored to the needs of the senior population to help reduce readmission rates and encourage optimal health outcomes.

  • We offer other medication-related patient assistance programs, including Pharmacy Advisor and Specialty Connect to help ensure patients’ medication regimens are appropriate and remain on track.

It’s clear that to sustain quality, affordable health care for the aging U.S. population, the health care system will need to continue to evolve. CVS Health is committed to be part of the solution to help keep people on their path to better health.

CVS Health is actively working on programs and services to meet the needs of the growing senior population.
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