§ Our ability to remain profitable in a very competitive marketplace is dependent uponour ability to attract and retain clients while maintaining our margins, to differentiateour products and services from others in the marketplace, and to develop and cross sell newproducts and services to our existing clients;  § Our failure to anticipate and appropriately adapt to changes in the rapidly changinghealth care industry;  § Changes in applicable laws or regulations, or their interpretation or enforcement, orthe enactment of new laws or regulations, which apply to our business practices (past,present or future) or require us to spend significant resources in order to comply;  § Changes to the healthcare industry designed to manage healthcare costs or alterhealthcare financing practices;  § Changes relating to our participation in Medicare Part D, the loss of Medicare Part Deligible members, or our failure to otherwise execute on our strategies related to MedicarePart D;  § A failure in the security or stability of our technology infrastructure, or theinfrastructure of one or more of our key vendors, or a significant failure or disruption inservice within our operations or the operations of such vendors;  § Our failure to effectively execute on strategic transactions, or to integrate or achieveanticipated benefits from any acquired businesses;  § The termination, or an unfavorable modification, of our relationship with one or morekey pharmacy providers, or significant changes within the pharmacy provider marketplace;  § The termination, or an unfavorable modification, of our relationship with one or morekey pharmaceutical manufacturers, or the significant reduction in payments made ordiscounts provided by pharmaceutical manufacturers;  § Changes in industry pricing benchmarks;  § Results in pending and future litigation or other proceedings which would subject us tosignificant monetary damages or penalties and/or require us to change our businesspractices, or the costs incurred in connection with such proceedings;  § Our failure to execute on, or other issues arising under, certain key client contracts;  § The impact of our debt service obligations on the availability of funds for otherbusiness purposes, and the terms and our required compliance with covenants relating to ourindebtedness; our failure to attract and retain talented employees, or to manage successionand retention for our Chief Executive Officer or other key executives;*TRANSACTION-RELATED FACTORS* § Uncertainty as to whether Express Scripts, Inc. (Express Scripts) will be able toconsummate the transaction with Medco Health Solutions, Inc. (Medco) on the terms set forthin the merger agreement;  § The ability to obtain governmental approvals of the transaction with Medco;  § Uncertainty as to the actual value of total consideration to be paid in the transactionwith Medco;  § Failure to realize the anticipated benefits of the transaction, including as a result ofa delay in completing the transaction or a delay or difficulty in integrating thebusinesses of Express Scripts and Medco;  § Uncertainty as to the long-term value of Express Scripts Holding Company (formerly knownas Aristotle Holding, Inc.) common shares;  § Limitation on the ability of Express Scripts and Express Scripts Holding Company toincur new debt in connection with the transaction;  § The expected amount and timing of cost savings and operating synergies; and  § Failure to receive the approval of the stockholders of either Express Scripts or Medcofor the transaction.The foregoing review of important factors should not be construed as exhaustive and should be readin conjunction with the other cautionary statements that are included herein and elsewhere,including the risk factors included in Express Scripts’ most recent reports on Form 10-K and Form10-Q and the risk factors included in Medco’s most recent reports on Form 10-K and Form 10-Q andother documents of Express Scripts, Express Scripts Holding Company and Medco on file with theSecurities and Exchange Commission (“SEC”). Any forward-looking statements made in this materialare qualified in their entirety by these cautionary statements, and there can be no assurance thatthe actual results or developments anticipated by us will be realized or, even if substantiallyrealized, that they will have the expected consequences to, or effects on, us or our business oroperations. Except to the extent required by applicable law, we undertake no obligation to updatepublicly or revise any forward-looking statement, whether as a result of new information, futuredevelopments or otherwise.ADDITIONAL INFORMATION AND WHERE TO FIND ITThis communication is not a solicitation of a proxy from any stockholder of Express Scripts, Medcoor Express Scripts Holding Company. In connection with the Agreement and Plan of Merger amongMedco, Express Scripts, Express Scripts Holding Company, Plato Merger Sub Inc. and Aristotle MergerSub, Inc. (the “Merger”), Medco, Express Scripts and Express Scripts Holding Company, intend tofile relevant materials with the SEC, including a Registration Statement on Form S-4 filed byExpress Scripts Holding Company that will contain a joint proxy statement/prospectus. INVESTORSAND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILLCONTAIN IMPORTANT INFORMATION ABOUT MEDCO, EXPRESS SCRIPTS, EXPRESS SCRIPTS HOLDING COMPANY AND THEMERGER. The Form S-4, including the joint proxy statement/prospectus, and other relevant materials(when they become available), and any other documents filed by Express Scripts, Express ScriptsHolding Company or Medco with the SEC, may be obtained free of charge at the SEC’s web site atwww.sec.gov. In addition, investors and security holders may obtain free copies of the documentsfiled with the SEC by directing a written request to:Mackenzie Partners, Inc.**2 |**Page
 

 
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