CVS and Aetna seek community-based care model in giant healthcare deal

Through their $69 billion deal, CVS Health and Aetna are swinging an ax at the traditional ways in which patients access healthcare in hopes of building a new kind of model that's lower cost and more convenient for the consumer. At the center of this strategy is what's commonly called the new front door to healthcare: the walk-in clinic, and CVS has more than 1,100 of them.

Late Sunday, pharmacy chain and benefit manager CVS and insurer Aetna announced what would be the largest healthcare transaction to date, if approved by regulators and shareholders. The companies agreed that CVS will take over Aetna, with the No. 3 U.S. health insurer becoming a stand-alone unit inside the pharmacy giant.

On Monday, the companies laid out their vision for how the combined entity could reshape healthcare. The picture they painted is one where retail healthcare clinics play a greater role in patient care, becoming both the entry point and navigators of the system.

The companies want to make the retail clinics "a place where people want to go because they get better help, they get a lower cost product and they get navigated through the system over time, so we can eliminate prior authorizations, we can set up appointments too, all those sorts of things," Aetna CEO Mark Bertolini explained Monday during a conference call with investors to discuss the deal.

Because the storefront pharmacies and MinuteClinics are embedded in local communities and have become places that Americans frequent, CVS CEO Larry Merlo said the combined company will be better able to manage patients with chronic diseases, who may see their primary-care doctor only three or four times a year. Patients with chronic diseases represent the lion's share of healthcare spending.

According to the Centers for Disease Control and Prevention, 86% of the nation's $2.7 trillion annual healthcare costs go to patients with chronic and mental health conditions.

"We're in the community, we're seeing those patients, we're becoming part of their daily lives and routines. We can get them on that care plan, help them achieve their best health and, at the same time, reduce the cost of care that we're incurring today," Merlo said.

He also said the combined company could invest in existing retail clinics to expand clinical services to make this vision a reality. Perhaps MinuteClinic services will expand to include blood draws, or CVS could station nutritionists in its stores, he said.

"We know there's a solution there in terms of being a complement to the physician and the medical team for those patients," he said.

For this reason, the deal could be a good thing for patients, observers say. "This brings Aetna out closer to the consumer, and with CVS' retail strategy and Aetna's membership, it's a way to really expedite the movement away from reactive inpatient care to proactive retail and in-home care," said David Gregory, healthcare consulting practice leader at advisory firm Baker Tilly.

Already, insurers and self-insured employers have been steering patients toward lower cost care settings. Even hospitals have been opening retail clinics to capture patients and pull them into their systems. The cost of care at a retail clinic is much lower than in a doctor's office, and evidence has shown that the care quality is equal.

For instance, a 2014 study published in the American Journal of Managed Care and conducted by researchers from the CVS Health Research Institute and Brigham and Women's Hospital found that minor ailments treated in retail clinics inside CVS pharmacies received care that was equal to or better than care offered at ambulatory-care facilities and emergency departments.

CVS and Aetna said the new care model they hope to establish will primarily benefit Medicare and Medicaid members, but also large employer customers. But they will have to prove those benefits to antitrust regulators.

Of course, questions remain about the bargaining power the combined company, which would have roughly $240 billion in annual revenue, would have over hospitals and drugmakers. The takeover may also spark further consolidation among insurers and pharmacy services providers.

The companies expect the deal to close in the second half of 2018. Aetna stockholders are to receive $207 a share—$145 in cash and $62 in stock—valuing Aetna at $69 billion. Including the assumption of Aetna's debt, the total value of the transaction is $77 billion, the companies said. After closing the deal, Aetna shareholders will own approximately 22% of the combined company, with CVS Health shareholders owning the remainder.

The magnitude of the deal trumps Aetna's previous attempt to acquire rival insurer Humana for $37 billion. That deal was blocked by a federal judge earlier this year after the U.S. Justice Department successfully challenged the tie-up for threatening to harm competition in the insurance markets, particularly Medicare Advantage.

After calling it quits in February, Aetna had to pay Humana a $1 billion breakup fee. It also spent $775 million in transaction and integration-related fees in 2015 and 2016, most of which were related to the proposed Humana merger.

But Aetna wasted no time before jumping into another relationship. Rumors of merger talks between Aetna and CVS surfaced in October, as reported first by the Wall Street Journal.

Unlike the Aetna-Humana deal, a CVS-Aetna merger appears to have few antitrust hurdles, industry analysts said. However, both companies operate Medicare Part D prescription drug plans and may have to divest customers to seal the deal.

Aetna's 2016 revenue totaled $63.2 billion and membership topped 23.1 million. Its profit was $2.3 billion. CVS reported $177.5 billion in total revenue in 2016, and $5.3 billion in net income. CVS also boasts more than 9,700 CVS Pharmacy locations and 1,100 MinuteClinic walk-in clinics.

Correction: An earlier version of this story misstated the number of walk-in clinics CVS owns. It has been corrected to reflect the accurate number.