Feds green-light ESI-Medco deal. Now what?

“Straight over the cliff.”

That may be the destination for many independent pharmacies now that the Federal Trade Commission unconditionally has approved the controversial merger of the nation’s second- and third-largest pharmacy benefit managers, a top pharmacy leader warned.

The warning came last week but took on more urgency Monday with the agency’s decision to green-light the marriage of PBM giants Express Scripts and Medco Health. The decision wasn’t unanimous: FTC commissioner Julie Brill warned in a dissent that the merger is an industry “game changer” that would lead to a “highly concentrated market … likely to enhance market power” in the managed prescription benefit arena.

Opposition to the merger plan had been building steadily among community pharmacy advocates for months, and reached a crescendo late last week when ESI confidently predicted the FTC would rule as it did Monday morning.

In response, nine retail pharmacy companies filed suit March 29, with the backing of the National Association of Chain Drug Stores and the National Community Pharmacists Association, to block the merger.

Leaders of both groups warned of potential catastrophic damage to pharmacy competition and to patients. Such a deal, if not stopped in court, will have “dire consequences for retail community pharmacies and their patients," NACDS president and CEO Steve Anderson predicted. NCPA CEO Doug Hoey added that  “Community pharmacists are already over a barrel in [negotiating] with PBMs,” and warned that the ESI/Medco combination “would send that proverbial barrel straight over the cliff.”

Hyperbole? Maybe not. For many independent and regional chain pharmacies already struggling to turn a profit serving patients under low-reimbursement take-it-or-leave-it contracts with increasingly powerful PBMs, the emergence of a new third-party mega-player in managed pharmacy benefits represents what could be an existential threat. That’s particularly true when the combined PBM entity will be dedicated to steering tens of millions of patients into its own mail-order prescription centers, bypassing community pharmacy altogether.

What’s puzzling is why the FTC even considered such a marriage. Combined, ESI-Medco control pharmacy benefits for well over 100 million Americans. As reported by the San Francisco Chronicle, the merged PBMs could account for 1-in-every-3 U.S. prescriptions this year, according to Adam Fein, founder and president of Pembroke Consulting Inc.

Together with CVS Caremark, the industry leader, the Big Three manage the lives of more than 90% of the employees working for national employers, according to NACDS. And though ESI and Medco assert that the merger will boost market efficiency and save public and private health plans money, history is filled with examples of previous concentrations of market power that failed to live up to such promises.
Are the fears voiced by pharmacy stakeholders overblown? Let us know what you think.