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If in your taxable account, you hold stock in a company acquired by another company in a merger, you need to adjust your cost basis to compute capital gains or losses. Merger considerations may involve cash only, stock of the acquiring company, or a combination of stock and cash (also known as cash to boot). You must calculate your original cost basis for the stock and the cash proceeds you receive after completion of the merger.
Feb 28, 2019 - into the Bivio tax system for it to account for the merger. And the cash component of the merger consideration are treated as taxable proceeds. Express Scripts Holding Company. Be paid by the registrant in exchange for such maximum number of shares of Express Scripts Common Stock in connection with the mergers. Tax Consequences to Holders of Cigna Common Stock.
As an example, suppose that on Jan 1, 2010, you bought 200 shares of Company A for $25.49 per share. On Jan 1, 2013, a merger is declared, in which Company A is acquired by Company B, with the following three options for each share of Company A you own: (i) $50 in cash, (ii) 1.049 shares of Company B or (iii) a mix of $25 in cash plus 0.5245 shares of Company B, subject to proration, which means shareholders electing the oversubscribed option of either cash or stock will get the under-subscribed option instead, on a prorated basis. You elect all cash, but because of over-subscription to the cash option when the merger is completed on June 1, 2013, you end up with 98 shares of Company B, $5297.18 cash, and $31.72 'cash-in-lieu' of shares.
The Department of Justice on Monday approved a $60 billion merger between Cigna and Express Scripts, a transaction that could help reshape the healthcare industry at a time when the Trump administration is focused on lowering drug costs.
The deal between the top insurer and middleman pharmacy benefit manager is expected to close by the end of 2018 but clearance is pending in several states, the companies said in a statement.
“We are pleased that the Department of Justice has cleared our transaction and that we are another step closer to completing our merger and delivering greater affordability, choice and predictability to our customers and clients as a combined company,” said David Cordani, chief executive officer of Cigna.
In reviewing the deal, the DOJ said it analyzed whether the merger would hinder competition among pharmacy benefit managers or raise costs for rival health insurance companies who rely on the middlemen to create drug formularies and negotiate price discounts, among other services. .
'The merger is unlikely to lessen competition substantially in the sale of PBM services because Cigna’s PBM business nationwide is small,' Assistant Attorney General Makan Delrahim said in a statement. 'The proposed transaction is unlikely to lessen competition substantially in markets for customers because at least two other large PBM companies and several smaller PBM companies will remain in the market post-merger.'
Top activist investor Carl Icahn previously sought to sink the deal, arguing that Cigna was overpaying for Express Scripts given the increased heightened scrutiny over the company's business model. He later dropped his opposition and shareholders for both businesses approved the transaction.
A combined Cigna-Express Scripts will likely wield greater influence in negotiations with pharmaceutical companies over drug price discussions. It remains to be seen, however, how President Trump's effort to reign in rising treatment costs will impact the new business.
The White House is currently weighing a new proposal that is expected to make significant changes to the current drug rebate program. Insurers and pharmacy benefit managers claim the system ultimately lowers costs for consumers, while pharmaceutical manufacturers argue the two industries unfairly profit off the rebates to the list price of a drug.
“Together, we believe we will be able to do even more to reduce healthcare costs, expand choice, and improve patient outcomes,” Tim Wentworth, chief executive officer at Express Scripts, said in a statement.
Express Script's stock was up 3.72 percent to $95.24 per share in New York trading, while Cigna's rose 1 percent to $197.20 per share on the news.
Cigna Express Scripts Merger Tax Treatment
The federal government is in the midst of reviewing a similar $69 billion deal between pharmacy benefit manager CVS Health and insurer Aetna.