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Envision Pharmaceutical Services Announces Agreement to be Acquired by TPG

March 2, 2012

TWINSBURG, Ohio--Envision Pharmaceutical Holdings Inc., the parent company of Envision Pharmaceutical Services (EnvisionRxOptions), a national, full-service pharmacy benefit management (PBM) company, today announced that it has signed a definitive agreement to be acquired by TPG, one of the world's leading private investment firms. As part of the transaction, management and other senior executives of Envision will take a significant minority stake in the company. The company's founders – James Mindala, Kevin Nagle and Barry Katz – will continue to lead the business, and will be represented on its board of directors after the transaction closes. Terms of the transaction were not disclosed.

Envision Pharmaceutical Services, with consolidated revenues in excess of $3.5 billion, was created in 2001 with a commitment to providing transparency to the PBM marketplace. The company's EnvisionRxOptions is based on a transparent, pass-through PBM business model, in which 100% of earned rebates, discounts, and incentives are instantly credited at the point of sale to customers, and for which Envision charges a low, flat monthly management fee for services. This translates into significant savings for the company's more than 10 million covered individuals.

"We are delighted to partner with TPG, which has an impressive history of investing in healthcare companies and supporting their growth," said Kevin Nagle, CEO of Envision. "In a relatively short period, we have secured many large, blue-chip clients, and we believe a partnership with a prominent investor like TPG should help us further accelerate our rapid growth."

"We look forward to partnering with the entrepreneurial Envision management team, which has built a visionary company," said Sharad Mansukani, TPG Senior Advisor and former vice chairman at HealthSpring. "Envision has developed a reputation for outstanding financial performance and market-leading customer service and loyalty."

"We see tremendous opportunity for a mid-sized, high-service transparent PBM like Envision to continue to grow rapidly and expand its customer base," said Jeff Rhodes, principal at TPG. "We plan to partner with the current team to make significant investments that will support this impressive growth trajectory."

EnvisionRxOptions provides full-service, integrated PBM services, including network-pharmacy claims processing, home delivery (mail-order), benefit-design consultation, drug-utilization review, formulary management, disease management, and drug data analysis services. Envision's complementary businesses also include Envision Insurance Company, a fully insured provider of Medicare Part D Plans nationally, Envision Medical Solutions, Inc., an administrator of prescription savings plans and prescription savings cards, Orchard Pharmaceutical Services, Inc., a full-service mail-order and specialty drug pharmacy, and Design Rx, the market leader in pharmacy services for infertility and fertility.

The transaction is expected to close during the fourth quarter of 2013 and is subject to customary closing conditions and regulatory clearances.

BakerHostetler served as legal counsel and J.P. Morgan served as financial advisor to Envision. Cleary Gottlieb Steen & Hamilton LLP and King & Spalding, LLP served as legal counsel, and Bank of America Merrill Lynch and Credit Suisse served as financial advisors to TPG. J.P. Morgan, Bank of America Merrill Lynch and Credit Suisse also provided fully committed financing to TPG.

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