By Lisa Kerner
Charlotte, N.C., March 17 - Walgreen Co. said it plans to acquire two worksite health center operators to become part of its newly created Walgreens Health and Wellness division, which will manage health centers and pharmacies at large-company worksites.
Walgreens will acquire I-trax, Inc., parent company of CHD Meridian Healthcare, LLC, and privately held Whole Health Management, a company news release stated.
I-trax will be acquired for approximately $278 million in cash, including the assumption of about $18.3 million in net debt. A termination fee of $8.2 million and a reverse termination fee of $10 million are included in the deal.
A Walgreens affiliate will begin a $5.40-per-share tender offer for all outstanding common stock of I-trax.
Terms of the Whole Health deal were not disclosed.
Walgreens will continue to roll out Take Care Health Clinics at its stores, giving the Deerfield, Ill.-based drugstore chain a total of some 500 worksite and retail health centers in 40 states, the news release said.
Both the I-trax and the Whole Health acquisitions are slated to close within 60 days, subject to regulatory approvals.
"Our unique offering will allow large employers and health plans to provide care to employees and plan members at their worksites, and to dependents and retirees through our Take Care Health Clinics at local Walgreens drugstores," chairman and chief executive officer Jeffrey A. Rein said in the release.
Walgreens said the acquisitions open the door for the company to add worksite pharmacies where I-trax and Whole Health already operate health centers.
"This is a natural extension of the existing worksite pharmacy services we currently provide for companies such as Sprint, ABX Air and Toyota," Rein added.
Hal F. Rosenbluth, senior strategy consultant for health care at Walgreens and co-founder and chairman of Take Care Health Systems, will be president of the new division.
Peter J. Solomon Co. advised Walgreens in both transactions. I-trax was advised by Bryant Park Capital, and Whole Health was advised by Triple Tree, LLC.
I-trax, through its subsidiaries CHD Meridian Healthcare and ProFitness Health Solutions, provides worksite health services, including primary and acute care, wellness, pharmacy and disease management services and health and fitness programming, for more than 160 employers. The company is based in Chadds Ford, Pa.
Whole Health, located in Cleveland, provides primary care, urgent care, wellness programs, health coaching and occupational health services through 69 worksite health centers for 27 clients.
| Acquirer: | Walgreen Co.
|
| Target: | I-trax, Inc.
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| Announcement date: | March 17
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| Transaction total: | $278 million
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| Price per share: | $5.40
|
| Termination fee: | $8.2 million
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| Expected closing: | Within 60 days
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| Stock price of target: | AMEX: DMX: $3.90 on March 14
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