December 16, 2015
Woonsocket, RI and Minneapolis, MN – CVS Health Corporation (NYSE:CVS) and Target Corporation (NYSE:TGT) announced today that CVS Health has completed the acquisition of Target’s pharmacy and clinic businesses for approximately $1.9 billion. With the completion of the transaction, CVS Health acquired Target’s 1,672 pharmacies across 47 states and will operate them through a store-within-a-store format, branded as CVS/pharmacy. In addition, a CVS/pharmacy will be included in all new Target stores that offer pharmacy services. Seventy-nine Target clinic locations will be rebranded as MinuteClinic, and CVS Health will open up to 20 new clinics in Target stores within three years of the close of the transaction.
“We look forward to helping Target guests on their path to better health through CVS Health’s leading clinical programs, such as Maintenance Choice, Pharmacy Advisor and Specialty Connect,” said Larry Merlo, CVS Health President and CEO. “In addition, with the Target acquisition we will leverage our unique integrated business model and our scale to drive incremental sales volume and operating profit for the enterprise while providing convenience and cost savings to consumers and payors.”
“Today’s milestone in our relationship with CVS Health is an important step in driving Target’s strategic priorities forward while giving our guests easy access to industry-leading health care services. With the transition now underway, Target can further accelerate our commitment to Wellness as a signature category, helping guests and team members in their efforts to eat better, be more active and find natural and clean label products,” said Brian Cornell, Chairman and CEO of Target.
The Target pharmacies and clinics will be transitioned to the CVS Health banners and systems within six to eight months.
The closing of this transaction is expected to have the following impact on Target’s fourth quarter 2015 financial results:
The recognition of a pre-tax gain of $575 million to $775 million, based on the final valuation of assets sold. The gain will be excluded from Adjusted Earnings per Share.
A reduction of expected fourth quarter sales of approximately $500 million, with no change to the company’s expected fourth quarter segment EBIT.
The closing of this transaction does not change Target’s expected fourth quarter comparable sales, because the comparable sales calculation will only include pharmacy sales from fourth quarter 2014 for the equivalent period in which Target operated its pharmacies in fourth quarter 2015.
Target’s after-tax net proceeds from the transaction are expected to be approximately $1.2 billion, which the company expects to deploy over time in support of its long-standing capital priorities, including share repurchase. This transaction is expected to be accretive to Target’s EBITDA and EBIT margin rates and add half a percentage point or more to Target’s return on invested capital over time.
CVS Health will discuss the acquisition in more detail at its Annual Analyst Day, which is being held today in New York City and simulcast on its website, at https://investors.cvshealth.com
About CVS Health
CVS Health is a pharmacy innovation company helping people on their path to better health. Through its more than 9,500 retail pharmacies, more than 1,100 walk-in medical clinics, a leading pharmacy benefits manager with more than 70 million plan members, a dedicated senior pharmacy care business serving more than one million patients per year, and expanding specialty pharmacy services, the Company enables people, businesses and communities to manage health in more affordable, effective ways. This unique integrated model increases access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how CVS Health is shaping the future of health at https://www.cvshealth.com
Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,805 stores and at Target.com. Since 1946, Target has given 5 percent of its profit to communities, which today equals more than $4 million a week. For more information, visit Target.com/Pressroom
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CVS Health Forward-Looking Statement
This press release contains forward-looking statements within the meaning of the federal securities laws. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
Target Forward-Looking Statements
Statements by Target in this release regarding Target’s expected after-tax proceeds from the transaction and the expected impact of the transaction on Target’s Segment Sales, EBITDA and EBIT margins, EPS and Adjusted EPS, and ROIC are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements speak only as of the date they are made and are subject to risks and uncertainties that could cause Target’s actual results to differ materially. The most important risks and uncertainties include those relating to how Target’s guests react to the transaction, the effectiveness of the ongoing relationship between Target and CVS Health, whether Target will recognize the expected benefits from the transaction and the risks described in Item 1A of Target’s Form 10-K for the fiscal year ended January 31, 2015.
For CVS Health:
Nancy Christal, Investor Relations, (401) 770-3614
Carolyn Castel, Corporate Communications, (401) 770-5717
John Hulbert, Investors, (612) 761-6627
Dustee Jenkins, Media, (612) 761-9537
Target Media Hotline, (612) 696-3400