Nearly three-quarters of physicians in a recent survey would not recommend the profession to family members, citing the lost 'art of being a physician.'
Physicians are increasingly discouraged about their profession, largely because of electronic health records (EHRs) and value-based reimbursement, according to the results of a recent survey.
They are so disillusioned that 70% are unwilling to recommend the profession to their children or other family members, according to the nationwide Future of Healthcare Survey of more than 3,400 physicians by liability insurer The Doctors Company.
More than half of physicians say they are contemplating retirement within the next five years, including a third of those under the age of 50, the survey found. Male physicians are more likely to retire than females, 56% vs. 48%.
"Given that women are more likely to report they are primary care physicians [PCPs] (44% vs. 29%) and men are much more likely to report being surgical specialists (42% vs. 28%), the burdens leading doctors to retire may be felt less on the PCP level," the report says. "The average age for men who took the survey was 62 years old, while the average age for women was 55 years old. Older physicians share the sentiment that today's doctors have too many obstacles to success, and the art of being a physician has been lost."
Respondents indicated they have not wavered in their advocacy for preserving the doctor-patient relationship and providing high-quality care.
These are some other findings of the survey:
54% of physicians believe EHRs have had a negative impact on the physician-patient relationship.
Half of physicians believe value-based care and reimbursement will have a negative impact on overall patient care.
61% of physicians believe EHRs are having a negative impact on their workflow, with many suggesting that EHR requirements are a major cause of burnout.
62% of physicians say they don't plan to change practice models, perhaps indicating that the pace of practice change seen in recent years may have run its course.
61% of doctors believe value-based care and reimbursement will have a negative impact on their practice.
63% of doctors believe value-based care and reimbursement will have a negative impact on their earnings.
Physicians also are hesitant about participating in bundled payments, the survey report says.
"Doctor appear mixed on bundled payments, with 48% not planning to participate and 52% either planning to participate, undecided, or needing more information," the report says.
As health systems merge and expand, not everyone ends up with the same clinical decision support and other resources. The cost is usually the biggest obstacle.
With mergers and acquisitions changing the healthcare landscape every day, the big-picture issues of cost savings, quality of care, and how to merge disparate cultures can overshadow a simpler but still vital concern: Does everyone have access to the same resources and tools?
The answer often is no after M&A, some in the industry say. That disparity can threaten quality of care issues and also the quality of the data that is increasingly important for any healthcare operation.
Health systems can find it difficult to ensure that all providers across a network have access to the same evidence-based medicine resources and decision support tools, says Diana Nole, CEO of Wolters Kluwer Health, which provides those resources to the industry. The difficulty of ensuring equal access to these tools has become more prominent with the steady rate of M&A activity lately—more than 70 deals per year, most in midsize systems, she says.
"This is very high on the priority list for the leaders who are expanding their reach into new facilities and building their networks, but it also is something that is difficult to do on the fly as you are continuing to care for people," Nole says.
She continues, "They may realize that they are not able to do everything in year one or year two, that they are on a journey, but most of them have a clear vision of where they're heading. It's a question of how fast they can do it along with all the other things they need to accomplish in a merger or acquisition."
Delay in Equal Access Brings Problems
The process of getting to full network access can expose the healthcare system to potential problems, Nole says.
When M&A results in uneven access to resources and tools, patient care can be affected in ways that threaten the reliability of data gathered systemwide, she notes. What might have been differences between separate healthcare systems can become internal differences between hospitals in the same system.
That can skew the interpretation of metrics both internally and externally for reimbursement levels and quality ratings, she says. The data will not be corrupted, she explains, but accurate analysis of the data will require factoring in the varying access to evidence-based decision-making.
"We can see the overuse of something in one geographic area versus another area. You might have more watchful waiting in a case with prostate cancer, for instance, whereas another area goes toward a more radical prostate surgery," Nole says. "You'll see disparities in services that end up resulting in higher costs and different outcomes from one of their sites than another. They will see that they're not meeting their mission of having a certain financial or patient outcome in one location versus another."
Data Sector Can Benefit
When systems can meet the challenge of ensuring equal access to evidence-based resources, which Nole says is largely a matter of cost, the expansions that come with M&A can benefit the data sector of the healthcare industry.
"We’re definitely seeing that there is impact from all of these acquisitions. People are trying to harmonize the suite of tools that they use across their institutions," Nole says. "At the very core they start with their EHRs, trying to synchronize that if they have multiple EHRs in use. But then there is consensus around wanting to have the same evidence-based tools for all of their sites, so they can evaluate all of their sites on a common set of data, outcomes, and results."
Industry leaders cited market disruptions, the transition to value-based care, and other topics. Cybersecurity barely made the list.
Data analytics, comprehensive management of consumer health, and population health services were cited by healthcare leaders in a recent poll as the issues they're most focused on for 2019.
As part of an annual forum, executive participants of the HealthCare Executive Group (HCEG) voted on and ranked the 2019 HCEG Top 10 critical challenges, issues and opportunities they expect to face in their organizations in the coming year.
Executives from payer, provider and technology partner organizations were presented with a list of over 25 topics.
These were the 2019 HCEG Top 10 challenges, issues and opportunities:
Data and analytics: Leveraging data (especially clinical) to manage health and drive individual, provider and payer decisions.
Total consumer health: Improving members' overall medical, social, financial, and environmental well-being.
Population health services: Operationalizing community-based health strategy, chronic care management, driving clinical integration, and addressing barriers to health such as social determinants.
Value-based payments: Transitioning to and targeting specific medical conditions to manage cost and improve quality of care.
The digital healthcare organization: health savings accounts, portals, patient literacy, cost transparency, digital payments, customer relationship management, wearables, and other patient-generated data, health monitoring, and omni-channel access/distribution.
Rising pharmacy costs: Implementing strategies to address growth of pharma costs along with benefits to quality of care and total healthcare costs.
External market disruption: New players like Amazon, Chase, Apple, Walmart, and Google.
Operational effectiveness: Implementing lean quality programs, process efficiency (with new core business models), robotics automation, revenue cycle management, and real-time/near-time point of sales transactions.
Opioid management: Developing strategies for identifying and supporting individuals and populations struggling with substance abuse/addiction or at risk of addiction.
Cybersecurity: Protecting the privacy and security of consumer information to maintain consumer trust in sharing data.
Ferris W. Taylor, executive director of HCEG, notes that some HCEG members were surprised that healthcare policy reform did not make the top 10. Healthcare reform was the voted the seventh most pressing topic a year ago.
The expansion of Medicaid under the ACA did not lead to any increase in complex surgical procedures at high-volume hospitals for minorities and low-income patients. The study results suggest Medicaid expansion does not address these disparities.
Contrary to the expectations of many healthcare and government leaders, Medicaid expansion under the Affordable Care Act did not increase the use of complex surgical procedures at high-volume hospitals among ethnic/racial minorities and low-income populations, according to a recent study.
The study compared surgery records from high-volume hospitals in three states that opted in to the ACA's Medicaid expansion with similar hospitals in two states that did not. The researchers from Georgetown University Hospital concluded that Medicaid expansion under the ACA does not appear to reduce disparities in use of regionalized surgical care among vulnerable persons.
The study's senior investigator, Waddah B. Al-Refaie, MD, FACS, says the results were surprising.
"These early results may be highlighting what could be a continuing potential limitation of the program to persons with complex surgical problems," said in a statement released by the university.
Acting on evidence suggesting that vulnerable populations, such as racial and ethnic minorities and low-income individuals, are less likely to benefit from ongoing trends to regionalize complex surgical care to high volume hospitals, the study was designed to evaluate access to four intricate surgeries at high volume hospitals, which are known to provide higher-quality care.
These are highlights from the study:
The researchers examined the records of 166,588 patients, ages 18 to 64, at 468 hospitals in the five states.
The complex surgeries were heart bypass surgery, pancreatic cancer surgery, total hip replacement, and total knee replacement.
The three expansion states were Kentucky, Maryland, and New Jersey. The two non-expansion states were North Carolina and Florida.
The researchers found that while more patients overall had access to these surgeries in the expansion states than before the ACA was enacted, the proportions of low-income individuals and racial/ethnic minorities receiving their complex surgery at high-volume hospitals did not increase.
White and high-income patients were more likely to receive these complex surgeries at high-volume hospitals, relative to disadvantaged patients.
The study authors suggest that a number of issues may explain the results, including patient, referring physician, and hospital factors. Patients may prefer to have their surgery at low-volume hospitals closer to where they live, for example, or are unable to travel to high-volume hospitals.
"We know that the ACA has led to a large reduction in the rate of uninsured patients, but concerns remain as to whether increased coverage has translated into improved access to quality care hospitals" Al-Refaie says. "We need to continue to evaluate and track how the ACA is providing access to quality care hospitals for complex surgery on both a national level and within states."
An ambitious plan to save troubled Verity Health System ended in bankruptcy. Hospital CEOs should see Verity as confirming a trend.
The recent bankruptcy announcement by Verity Health System should worry CEOs and boards at hospitals all over the country that share some of the same characteristics, because they could be the next to fall, one analyst says.
The financial troubles of Verity are part of a trend in healthcare, and the health system's experience shows that the dramatic arrival of a savior with deep pockets doesn't guarantee organizational health and stability.
Verity operates six nonprofit hospitals in California, and citing growing losses and debts for the facilities, it filed for bankruptcy. The hospitals will remain open during the bankruptcy, Verity said.
The bankruptcy filing is a public failure for biotech billionaire Patrick Soon-Shiong, MD, a physician and entrepreneur whose privately owned umbrella company NantWorks in 2017 acquired Integrity Healthcare, the company that manages the Verity health system. Soon-Shiong said at the time that his goal was to revitalize the hospitals and improve the care they provided to mostly lower-income neighborhoods.
Though a surgeon and entrepreneur, Soon-Shiong had never operated hospitals before, as reported by STAT. The Verity system's woes apparently were more than he could fix, with more than $1 billion of debt from bonds and unfunded pension liabilities.
The Verity CEO said at the time Soon-Shiong entered the picture that the system also needed cash to make seismic repairs to aging facilities and also needed hundreds of millions of dollars' worth of new equipment such as imaging machines and neonatal intensive care units.
A Definite Trend
Verity's overall experience is part of a trend in U.S. hospitals, says Ilyse Homer, JD, a partner at the Berger Singerman law firm with experience in hospital bankruptcies.
"There are hospitals all over the country that are not dissimilar in what happened to Verity—large debt, an aging infrastructure, an inability to negotiate contracts," Homer says. "They have trouble with maintaining pensions and that is very typical in filings in other districts. There are some commonalities throughout the industry, and I can't say I'm surprised that Verity came to this."
Nantworks provided more than $300 million in unsecured and secured loans and investments, the Los Angeles Times reported. The money went to operational costs, pension obligations, and capital improvements, and only a third of it was secured by property.
The management company deferred most of the $60 million in management fees Verity was expected to pay over the last year.
Industry Ripe for Restructuring
Some criticism has been directed at financial decisions by Soon-Shiong’s team, such as providing millions of dollars to health IT vendor Allscripts rather than spending that money on capital improvements. Soon-Shiong has a financial stake in Allscripts. Fully implementing a new Allscripts health IT system could cost from $20 million to more than $100 million, according to estimates from different sources, as reported by POLITICO.
Even without any questions over Soon-Shiong's strategy, saving Verity would have been a tall order for any investor, Homer says. The challenges were so great that it might have been too late to simply infuse cash and hope for the best, she says.
Once a hospital or system becomes weak in so many areas, it is hard to recover and gain strength again, Homer says.
"What happened to Verity is happening, to some extent, to a significant number of hospitals in the country. They have costs that are rising faster than revenues, and they're being downgraded by financial analysts," Homer says. Moody's recently downgraded the entire hospital sector to negative, which suggests that there could be more bankruptcy in the future, she says.
"I absolutely expect to see more of this down the road," Homer says.
Big Promises Are Tempting
The healthcare industry, in general, is in flux and the insurance industry uncertainty plays a part in that, Homer says. Struggling hospitals and systems are looking for ways to survive and the siren song of a billionaire like Soon-Shiong can be irresistible.
"I think this case shows that while you will have individuals and groups that want to come in and save or fix these hospitals, particularly nonprofits, it's not necessarily as easy as adding a flush of cash when you have all these other issues that aren't going away," Homer says.
Healthcare CEOs should look at Verity for lessons in how much financial pressures can mount up, Homer says.
"My hope would be that they are looking at these issues as early as possible – renegotiating contracts, upgrading systems, ensuring pensions are funded – before they get to a crisis point," Homer says. "Clearly this case is a reminder that this can happen, this can be the end result for your hospital system. [CEOS] need to be cautious and act on these issues before they get so far that even a huge influx of cash won't solve their problems."
Patients have different priorities when judging hospital quality. Ratings sites should factor in those patient perspectives more, an analyst group says.
Public rankings of hospital quality would be more accurate and useful if the incorporated the different ways patients judge a hospital's performance, according to a recent report from the RAND Corporation.
Hospitals closely watch their rankings on sites like CMS's Overall Hospital Quality Star Ratings System, available on Hospital Compare, because they can have significant impact on consumer choices and even reimbursement levels. CMS has defended its Star Ratings calculations in the past but also responded to criticism by healthcare organizations by delaying some ratings and reformulating the analysis.
These are additional details from the RAND report:
With the tool, patients can choose factors that include mortality, safety of care, readmissions, patient experience, timeliness of care, effectiveness of care, and efficient use of medical imaging.
The RAND report is based on 2016 CMS Overall Hospital Quality Star Ratings System data.
The analysts concluded that more personalization of data used in Star Ratings and other hospital rankings would "enhance the value of their overall ratings and rankings to the consumers who might use them."
Target hospitals may see a small savings, but not nearly as much as promised. Acquiring hospitals are likely to see none at all.
The flurry of M&A activity has been driven, in large part, by the promise of cost efficiencies, with CEOS and hospital boards holding on to the idea that buying power simply must increase with the hospital system's size.
But CEOs and boards might want to reconsider that assumption, as new research by the National Bureau of Economic Research suggests the gains are marginal, at best.
With M&A activity continuing at a brisk pace, and standalone hospitals finding it harder to survive on their own, the potential for cost savings might be more hype than reality. The hospital or system being acquired (or target hospital) can expect to save, on average, $176,000, or 1.5%, annually, according to the research.
That is still not a huge savings, but the data suggests that—at least as far as cost efficiencies on supplies—an M&A opportunity should be seen more as a good bet for the target than for the buyer.
The savings for target hospitals were driven by "geographically local efficiencies in price negotiations for high-tech physician preference items [PPI]," explains Ashley Swanson, assistant professor of health care management with The Wharton School at the University of Pennsylvania and coauthor of the paper addressing the marginal cost efficiencies of M&A.
Those efficiencies result in a 2.6% decrease in costs for PPIs, which include expensive implantable devices for which physicians have strong preferences.
Zero Savings for Some
Swanson and her colleagues studied the effects of horizontal mergers on marginal cost efficiencies, using data containing supply purchase orders from a large sample of U.S. hospitals from 2009 to 2015. The results were not the same as what health leaders often read in M&A proposals.
The data "translate into targets saving 10 percent of the amount that might be claimed in a merger justification, and acquirers saving 0 percent," the report says.
The savings from PPI efficiencies at the target hospitals did not continue at the acquirer-level, where a 1.1% increase in PPI overwhelmed a 6.4% savings on less expensive commodities.
"We find no significant evidence that savings are mediated by supplier concentration, downstream market power, or standardization," the report says.
PPI Costs Lower Locally
At the target hospital, there is little effect on the cost of many products, but the cost of PPIs go down by about the same rate as within-brand prices on other items that happen at the time of the merger, Swanson says.
The decrease in PPI costs for target organizations is not related to utilization changes, she says, but rather the buying power of the larger entity coming in and shaving a little more off of the price previously negotiated by the target hospital.
Everything changes at the acquirer level.
"We see a very mixed-bag picture for acquirers. Costs at the category level seem to go down for commodity products and seem to go up for physician preference products. That's a little curious because PPIs are big-ticket items, and you might think facilities or systems are going to go after them the fastest if there is a new opportunity around a merger event," Swanson says.
She continues, "But when we look at mechanisms, it doesn't seem to be driven by negotiation. It seems there is a shift in utilization post-merger for acquirers purchasing commodity-like products, rather than prices being negotiated downward."
The differences in PPI expenditures surrounding a merger make more sense when considering how different the merger participants might be, Swanson says. The within-brand prices for PPIs increase about a half percent for acquirers post-merger, not a huge increase but certainly in the wrong direction.
That may be because the acquirer is already large enough that it doesn't gain more stature from taking on the new hospital or system, but it does gain a handful of physicians who have strong preferences about what expensive items they use.
"It may be that the acquirers have already leveraged their scale to a great extent. They may already be paying lower prices, the lowest they're going to be able to negotiate, when they acquire the next hospital," Swanson says. "They may have already squeezed the orange as much as they can. The fact that they can't gain any additional economies of scale from acquiring another hospital may not be that surprising, in that light."
Realistic M&A Expectations
This reality about supply cost savings may come as a surprise to some healthcare leaders post-merger, Swanson says. The promise of savings from economies of scale is always a big selling point when mergers are proposed, she says, right alongside a commitment to quality improvement.
Realistic portrayals will focus more on the cost savings at the target level, with the acquirer sharing its economy of scale with the smaller entity, she says.
The nature of M&A has changed over time, Swanson notes, with the 1990s seeing more local hospitals and smaller, within-market M&A activity. More recent years have seen more cross-market mergers and large multi-market systems acquiring hospitals, and that is driving these most recent effects on costs, she says.
The results might be different for targets and acquirers on a smaller scale in the same market, she says.
"Even though there is always a lot of focus on cost savings in merger discussions, I don't think the large multi-market acquirers usually go into it expecting a major cost saving from the acquisition of a hospital. That they see none and even some negative effect might be surprising," Swanson says. "I think this could be more surprising to policymakers and regulators."
A large majority of survey respondents say the economy is poised for growth, and nearly half say the healthcare sector is looking better than in recent years.
Healthcare executives are bullish on the American economy and warming to the idea that the healthcare sector has a bright future, according to a recent analysis by investment consulting firm NEPC.
The study found that healthcare leaders are optimistic about the economy, the healthcare sector, and their own relative strategic positions. Nearly two-thirds (63%) of respondents believe the economy is well-positioned for future growth, NEPC reports, and almost half (48%) said the healthcare sector is better positioned this year compared to recent history.
These are additional findings from the study:
Sixty-one percent of respondents believe the new tax law will help the economy, and the vast majority (98%) anticipate positive returns from the S&P 500 this year.
Most participants are willing to maintain or even increase their investment risk profile.
The majority of respondents believe emerging market equities (28% of respondents) and alternatives (26%) will be the best-performing asset classes this year—two classes that tend to generate the most volatility.
Other asset classes selected by respondents as the year's potential top performers are international developed equities (17%), domestic equities (13%), and hedge funds (13%).
When asked about what they consider to be the greatest threats to their investment performance over the near term, participants cited geopolitical uncertainty as the biggest threat, followed by a potential global slowdown. Three-quarters (74%) of respondents characterized rising interest rates as a minor concern.
"The study found a correlation between performance and risk. The healthcare organizations with a higher level of expected risk also tended to have stronger returns last year," said Dave Moore, partner and head of NEPC's healthcare practice. "Broadly speaking, the lower-rated systems with lower days cash on hand [DCOH] expressed an increased appetite for risk, while some of the better-rated systems with higher DCOH indicated a minor reduction of risk. The potential for an increase in investment risk may be reflective of a reduction in operational risk. However, this is difficult to assess."
Healthcare organizations' portfolio risk profiles may come under increased scrutiny with an uptick in market volatility, Moore added.
"Later this year, we suspect we may see a shift in asset allocation toward becoming a bit more defensive in preparation for the possibility of a market downturn," he says. "Already, the participants we surveyed appear to be tactically adjusting their risk exposure."
Google's parent company is following the path of Amazon and others with a large investment in the technology-oriented insurer.
Big money players in disparate fields continue making inroads into the healthcare arena, with Alphabet, Google's parent company, sinking millions into the technology-focused insurer Oscar.
Alphabet's move falls right in line with the game-changing investments by Walmart,Amazon, Berkshire Hathaway, and JPMorgan Chase to enter the healthcare market, and the consolidation efforts of big names in the field such as the CVS Health effort to acquire Aetna.
Like the retail giants that decided to expand into the healthcare market, and CVS Health's acquisition of a large insurer, Alphabet is the latest nontraditional healthcare company to find the market potential of healthcare companies irresistible.
Despite all the uncertainty about healthcare legislation and costs, the sheer size of the healthcare market is tempting for these big players, and companies like Oscar are courting their deep pockets, says Sean Hartzell, associate principal for ECG Management Consultants.
The entry of such influential and well-funded companies into the healthcare market has the potential to drive significant change, he says.
A good fit?
Alphabet's Google experience could be a good fit with Oscar because the insurer was built on data analytics, which continue to drive its strategy.
Wired described it this way: "Yes, technically Oscar is in the insurance business. But it's really a technology company. Its CEO, Mario Schlosser, is a Stanford-trained data scientist who has built Oscar’s core business by extracting insights from the flood of existing health care data—insurance claims and doctor directories and electronic medical records."
There is a parallel with the Amazon deal because both are looking to upend traditional modes of business in the healthcare arena by leveraging their experience in analyzing the vast amounts of data available to them, Hartzell says.
Alphabet's investment in Oscar is similar in strategy and spirit to the Amazon-Berkshire Hathaway-JPMorgan Chase health plan announced earlier.
In both deals, "you have a company with ubiquitous technology and distribution, and you have a company that has inroads into the insurance business," Hartzell says.
He continues, "Alphabet is taking a position that it is just an investor, but even that signifies to the market that this is a company that could be going places. Being an investor gives Oscar a little bit more cachet and it keeps Alphabet in the game, moving in the same direction" as Amazon, Berkshire Hathaway, and JPMorgan Chase.
Alphabet May Own 10%
It's not Alphabet's first investment in Oscar, having committed money through its venture capital fund Capital G and its health services spinoff, Verily, when Oscar was still an upstart company.
Google's current market cap is $850 billion and they probably have a lot of ready cash, Hartzell notes, so a $375 million investment won't be a stretch. That sum could have a significant impact on Oscar, though.
Oscar had raised $165 million earlier this year in a round led by Founders Fund, which probably helped secure the Alphabet funding, Hartzell says. After all, the best time to raise capital is when you don't need it, he says.
"They'd raised a fairly sizable chunk of money right before Alphabet came in, and if Alphabet will own 10% of the company, that's a pretty healthy evaluation for an insurance company that only has a few markets," Hartzell says. "This gives Oscar a lot more cash than they had, a much bigger war chest for investing in that real-time technology and going after new markets."
Seeking a Cut of Healthcare
The pace of healthcare spending has been increasing rapidly, and companies are looking for ways to get in on that flow of money, Hartzell says.
Disruptive moves like Alphabet's investment in Oscar indicate that CEOs from outside the traditional healthcare arena are looking for new ways to change the profit equations in this industry, he says.
"Healthcare CEOs and CFOs are always talking about bending the cost curve, finding ways to slow the long-term growth of medical costs and benefit from those savings," Hartzell says. "These guys are coming in and saying that they can change that overall value chain and value equation.
"They're attempting to break the cost curve, not just bend it. They're reconfiguring the value chain so that the value flows more between the provider and the patient or customer, which is similar to what you get in other industries," he says.
The goal of many of these new company configurations is to get the provider and the customer closer together, often through the use of apps and other technology, he notes.
Oscar's attraction probably lies more in Alphabet's deep pockets rather than any particular technology alignment, Hartzell says, but access to the Alphabet and Google resources could be a real bonus.
"The ability to get closer to the scientists at Alphabet and Google is certainly going to get Oscar's attention. That probably opens up some doors that may not have been available to them in the past," Hartzell says. "It will allow for some new creativity between the two organizations, but more in a collaboration than a scenario in which one company owns the other."
Analysts say the deal makes sense, and the PBM board of directors agrees.
The pharmacy benefits manager Express Scripts is calling on its stockholders to vote yes for the proposed merger with Cigna, with the PBM's board of directors unanimously voting in favor of the deal.
Express Scripts has called a special meeting on August 24 to address the proposed $54 billion purchase by Cigna.
A third independent analysis also supported the terms of the deal.
These are other details about the proposed deal:
For each share of Express Scripts stock, investors would receive $48.75 and 0.2434 shares of stock in the combined company, according to a recent filing with the Securities and Exchange Commission.
Upon closing of the transaction, Cigna stockholders will own approximately 64% of the combined company and Express Scripts stockholders will own approximately 36%.
The transaction is expected to be completed by the end of the year.
"Express Scripts' Board of Directors unanimously recommends that Express Scripts' stockholders vote 'FOR' the adoption of the merger agreement with Cigna," the PBM wrote in a statement to stockholders. "In addition to the Board's recommendation, Express Scripts notes that three leading independent proxy advisory firms Institutional Shareholder Services Inc., Glass, Lewis & Co., LLC and Egan-Jones Proxy Services have recommended that stockholders vote 'FOR' the transaction."