Cigna-Express Scripts $52 Billion Merger Approved: DOJ Greenlights PBM Oligopoly

The Department of Justice approved Cigna’s $52 billion acquisition of Express Scripts, one of the three largest pharmacy benefit managers, completing the deal announced in March 2018. Assistant Attorney General Makan Delrahim stated that after a six-month investigation reviewing over two million documents and interviewing 100+ industry participants, the DOJ concluded the vertical merger was “unlikely to result in harm to competition or consumers.” The merger combined Cigna’s health insurance business with Express Scripts’ dominant PBM operations, which managed prescription benefits for tens of millions of Americans. Together with the CVS-Aetna merger, this consolidation created a PBM oligopoly where the three largest players (CVS Caremark, Express Scripts, and UnitedHealth’s OptumRx) would control nearly 80% of all U.S. prescriptions. The DOJ’s approval came despite warnings that vertical integration would enable these giants to control pricing at multiple levels, steer patients to affiliated pharmacies, demand massive rebates from drugmakers, and squeeze independent pharmacies. The deal was finalized December 20, 2018, institutionalizing a business model where PBMs profit from opacity, extract billions through ‘spread pricing’ (charging insurers more than they pay pharmacies), and face minimal competitive pressure due to extreme market concentration.