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You Decide M&a Week 3

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| You Decide | Merck’s Acquisition of Medco | | Antonio Cruz | 1/24/2016 |

You are the Chairman and CEO of Merck. Make a recommendation to the Board of Directors of Merck & Co. regarding this acquisition based on the recommendations of the three associates and your own analysis. You are the Chairman and Chief Executive Officer of Merck & Company, and you will make the final "yes" or "no" recommendation to the Board of Directors of the company. You are listening to the advice of various department heads regarding this acquisition. Based on your evaluations and additional analysis of the recommendations of your three associates, make your recommendation to the Board of Directors. What will you recommend? Yes? No? Yes with some conditions? What are the reasons for your recommendation? |

The Major force driving this acquisition of 6.6 billion dollars between Merck & Company and Medoc Containment Services Incorporated the largest prescription benefits management company and marketer of mail-order medicines in the United States was due to fundamental changes taking place in the pharmaceutical industry such as the growth of managed care in the health care industry which according to the industry experts by the turn of the century 90% of Americans will have drug costs included in some kind of managed health care plan and 60% of all outpatient pharmaceuticals will be purchased by managed care programs (Weston, Mitchell and Mulherin).
Other factors driving the acquisition is the fact that industry experts predict that managed care providers will rely on a single drug company to deliver all of its pharmaceutical products and services rather than negotiating with several drug companies, as well as believing that only a handful of pharmaceutical companies will exist on the international scene in a few years (Weston, Mitchell and Mulherin).
The two players here believe that a merger between the two firms is important for the survival as a decrease in the number of new drug in the “research pipeline” is inedible. With this acquisition a competitive advantage will be created which will allow for their survival when this scenario comes to pass. Another important factor for this acquisition is Medco’s extensive database which is the perhaps the most important force driving the acquisition due to maintains a computer profile of each of its 33 million customers, amounting to 26% of all people covered by a pharmaceutical benefit plan. Medco clients include 100 Fortune 500 companies, federal and state benefit plans, and 58 Blue Cross/Blue Shield groups and insurance companies (Weston, Mitchell and Mulherin). With this database that Merck & Company believes that with this database they will be able to identify prescriptions that could be switched from a competitor’s drug to a Merck drug. Merck pharmacists will then suggest the switch to a patient’s doctor. This prospect of increasing sales is enormous. Second, the database will allow Merck to identify patients who fail to refill prescriptions. The failure to refill needed prescriptions amounts to hundreds of millions of dollars in lost sales each year. Finally, Merck will be able to use Medco’s computerized patient record system as a real-life laboratory with the goal of proving that some Merck drugs are worth the premium price charged. This will take place by identifying who takes what pill and combining that information with the patient’s medical records.
This might allow Merck to establish the supremacy of its products (Weston, Mitchell and Mulherin). As well as $1 billion annual savings in redundant marketing operations and a reduction in Merck’s sales force as a result of more precise marketing strategies brought about by Medco’s database and the industry emphasis on marketing to plan managers instead of doctors (Weston, Mitchell and Mulherin). Other factors are that Merck & Company is attempt to increase market share in an industry with decreasing prices by capitalizing on the most valuable asset in the pharmaceutical industry and It also is intended to increase its competitive position in the growing managed care arena by aligning itself with a PBM (Weston, Mitchell and Mulherin). The rationale for the acquisition is the desire to increase market power, to increase speed to market as it has been shown by research that the quickest route to new markets and new capabilities is through an M&A. Increased diversification
The role of prescription benefits management companies Historically, a pharmacy benefit manager (PBM) is a third-party administrator of prescription drug programs. PBMs are primarily responsible for developing and maintaining the formulary, contracting with pharmacies, negotiating discounts and rebates with drug manufacturers, and processing and paying prescription drug claims. For the most part, they work with self-insured companies and government programs striving to maintain or reduce the pharmacy expenditures of the plan while concurrently trying to improve health care outcomes (Pharmacy Benefit Management).
PBMs negotiating volume discounts with drug manufacturers, and encouraging the use of less expensive generic and establish a network of pharmacies that its members can use to get prescriptions filled. Does with the increasing thrust on the managed care in the health care industry the role of PBM has increased by leaps. In today’s era in the United States most Americans are covered by a managed health care plan. The plans provide members with medical insurance and even dental services. Prescription benefit management companies take help of utilization review to monitor costs and consolidate decision making authorities, formularies, and databases. PBM uses rule-based programs to help reduce duplicate prescribing and medication usage, the Database of prescription benefit management companies is highly useful to identify prescriptions that could be change from a competitor’s drug and then suggest the switch to a patient’s doctor and can also help in identifying drugs that worth the premium price (Weston, Mitchell and Mulherin). The healthcare industry is responsible for at least 10% of GDP and overall healthcare spending has been on the rise. As the booming aggregate healthcare sector has been outpacing the S&P for several years. PBMs have several revenue streams. They charge service fees for negotiating with pharmacies, insurance companies and drug manufacturers, and for processing prescriptions and operating mail-order pharmacies (Pharmacy Benefit Management).
What role was envisaged for the use of Medco’s database?
The role that was envisaged for the use Medco’s database was to exhaust the content of the database. Medco has already collected a significant amount of data by virtue of its long time being in the service of the health care for so long and by being part of the managed care services. By using this data Merck & Company saves significant time and money in R&D. This data could be used by Merck and Company to bring out the necessary product of the customer prior to other companies because they already have significant data rather than starting from the beginning steps of R&D. It could also use it to give very important information to what drugs that have to be manufactured by the drug company based on the data that Medco already has on file and save time, money, and resources by focusing on what is needed in the market rather than to have to hire a marketing firm to find out what is needed. The database can be use in research and development to bring in the very important drugs that are needed base on their customers. Medco maintains a computer profile of each of its 33 million customers, amounting to 26% of all people covered by a pharmaceutical benefit plan. Medco clients include 100 Fortune 500 companies, federal and state benefit plans, and 58 Blue Cross/Blue Shield groups and insurance companies (Weston, Mitchell and Mulherin). The database will allow Merck to identify prescriptions that could be switched from a competitor’s drug to a Merck drug. The database will allow Merck to identify patients who fail to refill prescriptions. Finally, Merck will be able to use Medco’s computerized patient record system as a real-life laboratory with the goal of proving that some Merck drugs are worth the premium price charged and does increasing its revenue. Medco Containment Services Incorporated, the largest prescription benefits management company (PBM) and marketer of mail-order medicines in the United States making the data base significantly valuable to any company in the industry.
What competitive reactions took place in response to Merck’s acquisition of Medco?
Merck & Company’s strategy was quickly emulated when British drug maker SmithKline Beecham announced plans to acquire Diversified Pharmaceutical Services Incorporated, one of the four largest drug wholesalers in the United States, from United Healthcare for $2.3 billion, and Roche Holdings Limited reported that it planned to acquire Syntax Corporation. Also, in the summer of 1994, Eli Lilly and Company announced its intention to acquire PCS Health Systems from McKesson Corporation for $4 billion.
These mergers were not only a reaction to the changing industry structure but caused the change to accelerate (Weston, Mitchell and Mulherin). This companies and Merck’s acquisition of Medco all know that this acquisition will provide Merck & company a competitive advantage. With increasing role of managed care providers in the health care industry the role of prescription benefits management companies has also increased drastically. Almost all managed care providers outsources its function of managing various provisions of prescription drugs, which has increased the role of PBM in the health care industry. Mergers were not only a reaction to the changing industry structure but caused the change to accelerate.
Chief Operating Officer Concerned
Synergy and integration issues between the highly research development oriented development of pharmaceutical at Merck and a prescription medicine marketing company like Medco
When a merger or an acquisition fails usually integration problems or overpayment gets the blame, however the common cause of failure is the traditional notion of synergy that exacerbates the overpayment and integration problems. One way to avoid issues is to identify the issues such as lack of compelling strategic rationale, lack of shared vision and strategy, poor leadership, lack of experience, undisciplined deal process, inadequate resources, failure to appropriate expertise, unrealistic expectations of assumptions, lack of rigorous target decision criteria, inadequate and incomplete deal evaluation, failure to focus on value creation early in the process (synergies, efficiency opportunities, growth targets, among many more. By creating a checklist Merck can make sure to stay on track and prevent failure. According to a book from Glenn Carroll, the Laurence W. Lane professor of organizations at Stanford GSB, making it clear to such employees that they do not fit in and thereby encouraging them to leave of their own accord is an effective way to build a homogenous and harmonious organization. This is to be treated with caution as it is based on specific assumptions in a theoretical model. Other options might be more attractive according to a book by Carroll “Culture and Demography in Organizations.”
Carroll and his co-author J. Richard Harrison of the University of Texas, Dallas reasoned that it would make sense to analyze cultural integration by looking at the demographics of the merging organizations.
Chief Financial Officer Concern
Making sure that Merck pays a premium to Medco at 6.6 billion dollars.
This would be more of a legal issue. To make sure that this premium is paid one should hire a legal firm that deals in M&A and is very knowledgeable in this type of law rather than having an attorney that has very few or no experience. Also the documentation should have special probations such as if the attorney fells to draft the proper document then the company can have the firm legally responsible.

References
Pharmacy Benefit Management. 1st ed. Washington, DC: American Pharmacists Association, 2016. Print.
Weston, J. Fred, Mark Mitchell, and John Harold Mulherin. Takeovers, Restructuring, And Corporate Governance. Upper Saddle River, N.J.: Pearson Prentice Hall, 2004. Print.

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