Medco Health Solutions, Inc.
Accredo Health, Incorporated
Investor Presentation
February 23, 2005
Forward looking statements
This conference call and webcast contains statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding benefits of the proposed transaction, expected synergies, anticipated future financial and operating performance and results. These statements are based on the current expectations of management of both companies. There are a number of risks and uncertainties that could cause actual results to differ materially. For example, the companies may be unable to obtain stockholder or regulatory approvals required for the transaction; problems may arise in successfully integrating the businesses of the two companies; the transaction may involve unexpected costs; the combined company may be unable to achieve cost-cutting synergies; the businesses may suffer as a result of uncertainty surrounding the transaction; and the industry may be subject to future regulatory or legislative actions. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements of the two companies. This conference call includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, we have posted this document, including certain supplemental information, on the Investor Relation’s section of www.medco.com.
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Key transaction terms
Per share consideration: Value equivalent to $43.33 per Accredo share
Consideration mix: $22 cash and .49107 shares of Medco stock
Transaction value: $2.2 billion equity value; $2.4 billion enterprise value
Transaction structure: Tax-free reorganization, excluding cash component
Conditions to closing: Accredo stockholder approval Customary regulatory approvals
Timing: Mid-2005
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Acquisition creates largest specialty pharmacy
Specialty Revenues
For the 12 months ended 12/2004
($ millions) $4,500 $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 $0
Medco + Caremark Medco Accredo Priority Express Accredo $4,200*
$ 3,500 $2,600 $1,700
$ 745
$700
*Combined revenue excludes dual-counted scripts
Source: Company Reports and Wall Street Research Estimates
Source: Wall Street Equity Research
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Specialty drug spend is fastest growing share of total drug spend $22+ Billion sector 15-20% growth
Specialty pharmacies provide therapies for chronic, life-threatening disease states
Annual costs of treatments $8,000—$200,000
New drugs in development – potentially expanding overall market opportunity
Source: Jefferies & Company Research—January 26, 2005; May 26, 2004
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Specialty pharmacy growing 20%+
Medco book of business experience FY 2004
Trend Driver Specialty Drugs All Drugs
Utilization 15.9% 5.4%
Mix (0.6%) 0.2%
Net Pricing
5.1% 2.9%
(Inflation, discounts, co-pays)
Drug Trend 20.4% 8.5%
Source: Medco Data
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Nearly 100 products in biotechnology pipeline
Therapeutic Category
Infectious diseases Autoimmune disorders Cardiovascular disease AIDS/HIV infection/related conditions Neurologic disorders Respiratory disorders Digestive disorders Diabetes/related conditions Genetic disorders Skin disorders Eye conditions Growth disorders Transplantation Blood disorders Other
Number of Products in Development*
43
26
19
17
16
14
11
10
9
7
5
3
3
2
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*Some medicines are listed in more than one category
Source: Pharmaceutical Research and Manufacturers of America (PhRMA), 2004 Survey: Medicines in Development, October 2004
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Accredo company overview
A leading pure-play specialty pharmacy Niche product offering (21 drugs) with specialized services to patients and manufacturers—product launch, patient education and reimbursement services Medications provided through 30+ branch pharmacies, or overnight from 4 centralized pharmacies to patient homes, MD offices or hospital outpatient departments Contracts with more than 1,000 third-party payors
Therapeutic Mix
6 months ending 12/31/04 Revenues of $923 MM
Other, 12%
Respiratory Syncytial Virus (RSV), 6%
Gaucher Disease, 6%
Growth Hormone Disorders, 9%
Pulmonary Arterial Hypertension, 15%
Multiple Sclerosis, 16%
Hemophilia A/1 & Primary Immuno-Deficiency, 36%
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Accredo operates under three brands
Six product lines Local dispensing Physician & MC sales Hands on nursing Highest service model Differentiate with service model & restricted access
One product line Hybrid dispensing HTC, DTC & MC sales Nurse/Pharmacist team High service model Differentiate with service model
Fourteen product lines Centralized dispensing Manufacturer sales Pharmacist team Low service model Differentiate with service & restricted access
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Accredo distribution capabilities
Seattle San Francisco Los Angeles Las Vegas Salt Lake City Minneapolis Iowa City Omaha Denver Phoenix Albuquerque Oklahoma City
Kansas City (2) Dallas/Ft. Worth Chicago Nova Factor Charlotte New Orleans St. Louis Birmingham Detroit New York Boston Newark & Totowa
Pittsburgh (2) Washington, DC Greensboro (2) Nashville Memphis Charlotte Atlanta
Jacksonville Houston Ft. Lauderdale Philadelphia Louisville
Hemophilia Health Services
Kansas City Nashville Pittsburgh Albuquerque
New Orleans Newark Greensboro Cincinnati
Memphis
Primary office
Satellite pharmacy
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Acquisition builds upon Medco’s current specialty pharmacy offering
Medco Specialty Pharmacy
(MM of lives covered)
29.3
11.6 6.5 1.7 0.2
Feb Jul Jan Jun Jan 2003 2003 2004 2004 2005
576 clients representing 29.3 MM lives Therapeutic classes include:
Cancer
Growth Hormone Hemophilia Hepatitis Immune Deficiency
Anemia Infertility MS Pulmonary Hypertension Rheumatoid Arthritis
Over 125 drugs covering 23 therapeutic classes
Source: Medco data
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Combination leverages strengths of each entity
Medco
Broad access
Dispensing Automation Access to Payors & Patients Client Solutions Scale
Accredo
Limited access Reimbursement Technology Access to Physicians Manufacturer Solutions Niche Focus
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Complementary products and services
Significant cross-selling opportunity
Up-sell Medco drugs to Accredo patients Up-sell Medco specialty drugs to Accredo clients
Enhance critical reimbursement expertise and clinical support Early involvement with pipeline drugs enhances manufacturer relationships and visibility on new products
Builds on existing, highly successful relationship
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Enhanced product and service offering
Distribution Rights for Select Specialty Drugs
Provider Medco + ESI / Products Status Medco Accredo Accredo Caremark CuraScript Priority
Actimmune
Adagen exclusive
Aldurazyme restricted
Apokyn restricted
Aralast restricted
Avonex
Botox
Cerezyme
Clotting Factor
Enbrel
Fabrazyme restricted
Flolan restricted
Growth Hormone
IVIG
Orfadin exclusive
Prolastin exclusive
Raptiva
Remodulin restricted
Synagis restricted
Tracleer restricted
Xolair
Zavesca exclusive
Zemaira exclusive
Source: SEC Reports, Company Websites and Wall Street Analyst Reports
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Attractive financial characteristics
Internal growth rates and margins at attractive levels Upside potential due to robust pipeline of new biotech drugs requiring specialty distribution
Continued growth of Medco specialty business —potential to expand into additional disease states
Enhances future growth opportunities
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Overview of expected financial benefits
Top line growth opportunity, high margin business Expected to be accretive to Medco in 2006, excluding onetime merger related expenses
Over $40 million in expected annual pre-tax synergies, with a majority coming through operational leverage and cross-selling opportunities
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Selected information
For the twelve months For the twelve months
ended 12/25/04 ended 12/31/04
(unaudited) Medco Accredo
Net Revenue
$35.4 BN $1.7 BN
EBITDA $1.2 BN $154.6 MM
Net Income $481.6 MM $76.1 MM
Medco Proposed Capitalization
12/25/04 Pro Forma 2004
Debt/EBITDA 0.78 x 1.45 x
Debt/Total Capitalization 15 % <25 %
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Transaction summary
Robust pipeline of new specialty products and additional indications will continue to drive utilization Specialty pharmaceuticals will continue to have significant financial impact in the coming years Specialty patients also use traditional medications and benefit from integration Accelerates Medco’s top line growth strategy and adds high margin business Extends Accredo’s scale, distribution platform, customer service and client base
Strong financial profile, expected to be accretive in near term
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medco®
Additional Information
In connection with the proposed transaction, Medco intends to file a registration statement, including a proxy statement of Accredo Health, Incorporated and other materials with the Securities and Exchange Commission (SEC). Investors are urged to read the registration statement and other materials when they are available because they contain important information. Investors will be able to obtain free copies of the registration statement and proxy statement, when they become available, as well as other filings containing information about Medco and Accredo, at the SEC’s Internet site (http://www.sec.gov).These documents also may be accessed and downloaded for free from Medco’s Investor Relations Web site, www.medco.com, or obtained for free by directing a request to Medco Health Solutions, Inc.
Investor Relations Department, 100 Parson Pond Drive, F1-6, Franklin Lakes, NJ, 07417. Copies of Accredo’s filings may be accessed and downloaded for free at Accredo’s Investor Relations Web site, www.accredohealth.net, or obtained for free by directing a request to Accredo Health, Incorporated Investor Relations, 1640 Century Center Parkway, Memphis, TN, 38134.
Medco, Accredo and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Accredo stockholders in respect of the proposed transaction. Information regarding Medco’s directors and executive officers is available in Medco’s proxy statement for its 2004 annual meeting of stockholders, dated March 19, 2004,and information regarding Accredo’s directors and executive officers is available in Accredo’s proxy statement, dated Oct. 19, 2004, for its 2004 annual meeting of stockholders. Additional information regarding the interests of such potential participants will be included in the registration and proxy statement and the other relevant documents filed with the SEC when they become available.
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Use of Non-GAAP Measures
Use of Non-GAAP Measures
Medco calculates and uses EBITDA and EBITDA per adjusted prescription as indicators of its ability to generate cash from reported operating results. These measurements are used in concert with net income, and cash flows from operations, which measures actual cash generated in the period. In addition, the company believes that EBITDA and EBITDA per adjusted prescription are supplemental measurement tools used by analysts and investors to help evaluate overall operating performance and the ability to incur and service debt and make capital expenditures. EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for net income or cash flows from operations data as measured under U.S. generally accepted accounting principles. The items excluded from EBITDA but included in the calculation of the company’s reported net income are significant components of the statements of income, and must be considered in performing a comprehensive assessment of overall financial performance. EBITDA, and the associated year-to-year trends, should not be considered in isolation. Medco’s calculation of EBITDA may not be consistent with calculations of EBITDA used by other companies.
EBITDA per adjusted prescription is calculated by dividing EBITDA by the adjusted prescription volume for the period. This measure is used as an indicator of Medco’s EBITDA performance on a per-unit basis, providing insight into the cash-generating potential of each prescription. EBITDA per adjusted prescription reflects the level of efficiency in the business model and is further impacted by changes in prescription mix between retail and mail, as well as the relative representation of brand-name and generic drugs.
Medco uses earnings per share excluding amortization expense as a supplemental measure of operating performance. The amortization is associated with intangible assets that substantially arose in connection with the acquisition of Medco by Merck & Co., Inc. in 1993 that were pushed down to Medco’s balance sheet. The company believes that earnings per share excluding the amortization of these intangibles is a useful measure because of the significance of this non-cash item and to enhance comparability with its peers.
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