Cigna → Express Scripts
Cigna's $67bn takeover of Express Scripts, including about $15bn of assumed debt, joined a health insurer with the largest US pharmacy benefit manager in 2018, over an activist's warning that Amazon and the politics of drug rebates threatened the PBM business.
Paired an insurer with a pharmacy benefit manager, mirroring CVS and Aetna the same year.
- Value
- $67B
- Announced
- March 2018
- Completed
- December 2018
- Sector
- Healthcare
- Deal type
- acquisition
- Acquirer
- Cigna (United States)
- Target
- Express Scripts (United States)
Why it mattered
Both sides arrived after a setback. Cigna had agreed in 2015 to be bought by Anthem, a deal a federal court blocked on competition grounds in February 2017. Express Scripts, the largest US pharmacy benefit manager after its $29.1bn purchase of Medco in 2012, lost its biggest client in October 2017 when Anthem said it would move to CVS and set up its own PBM; the dispute cut Express Scripts' share price by nearly a third.
The terms, announced on 8 March 2018, were $48.75 in cash and 0.2434 shares of the combined company for each Express Scripts share — $54bn in all, a premium of about 31% to the previous close — leaving Cigna's shareholders with about 64%. Cigna expected to carry about $41.1bn of debt after closing.
Carl Icahn, who was long Cigna and short Express Scripts, called the deal "Cigna's $60 billion folly", arguing that Amazon's expected entry and the push against manufacturer rebates threatened the PBM model. He gave up once the proxy advisers ISS and Glass Lewis backed the deal; on 24 August 2018 about 90% of the votes cast by Cigna shareholders, and 99% at Express Scripts, approved it. The Justice Department said on 17 September 2018 that the deal was unlikely to harm competition or consumers, and it closed on 20 December 2018.
What it left behind
In 2020 Cigna put Express Scripts, Accredo and eviCore under a new health-services brand, Evernorth, and in 2023 renamed its holding company The Cigna Group. Reported merger talks with Humana ended in December 2023. Cigna then left the Medicare plan business, selling its Medicare Advantage, Part D and supplemental benefits units to Health Care Service Corporation for about $3.7bn in a deal that closed on 19 March 2025, while Evernorth kept a four-year contract to provide those members' pharmacy benefits. Facing bills aimed at PBM rebating, Express Scripts said in October 2025 that it would move clients to a model without retained rebates: Cigna's own fully insured members in 2027 and other clients by default from 2028. The objections raised in a losing proxy fight can still set the agenda for integration: the retained rebates Icahn warned regulators would squeeze in 2018 were the ones Express Scripts offered to give up seven years later.