Facing Future: Walgreens CEO moves company into strategic review–will he get WBA board alignment?

March 5, 2024 | by

Walgreens’ CEO Wentworth positions for turnaround. “This is not a 12-month turnaround story” said Mr. Wentworth at the TD Cowen healthcare investor conference. To this Editor, the public honesty and lack of cant (a/k/a “PR Speak”) was refreshing. His unobvious caveat though was aligning the board around what he and the new executive team–very few if any carryovers from the prior regime–see as the direction of the company and asset management.

The WBA board is led by executive chairman Stefano Pessina, who has a vested interest in a turnaround. He is the lead individual shareholder of WBA with apparently 10% of shares with other insiders (including the COO of WBA International, Ornella Barra, spouse of Mr. Pessina) having about 17%. Large institutional investors (Vanguard, State Street, etc.) have over 60% of the company. The share price has fallen about 40% in the past year (from early March 2023) and 55% from this time in 2022. (Derived from WBA and Yahoo Finance)

Example: This Editor has estimated from public information that Walgreens sank north of $10 billion into VillageMD, from initial and then controlling interest, then funding the buy of Summit Health/CityMD. This is a huge and recent investment that is going sideways in a span of less than three years. It does take some nerve to walk it back. TTA 22 Feb

Other key points Mr. Wentworth made, according to the most complete report in Crain’s Chicago Business, was that this was not a prelude to some massive unveiling of a New Walgreens, that it would be a ‘starting gun’ for the work to be done, and that investors would be updated through the process. The review will include:

  • Evaluating its 8,000+ location footprint based on current and projected population and type of usage
  • US Healthcare assets including the already shrinking VillageMD [TTA 29 Feb], home care benefit management services primarily for payers CareCentrix, and specialty pharmacy Shields Health Solutions.
  • Shields is apparently no longer up for sale per earlier reports but Boots now may be
  • Smaller assets around clinical trials and pharmacy fulfillment centers

The next earnings call is 28 March, when undoubtedly more will be revealed.

FierceHealthcare caught up to this as well.

Editor’s POV on ‘musts to avoid’: Walgreens’ chief medical officer, Dr. Sashi Moodley, was interviewed during ViVE24 by Mobihealthnews, It is only remarkable in how he sidestepped direct questions beyond the first two lengthy ones on a virtual care initiative, generating a fog of non-answers around VillageMD closures and corporate strategy that became peasoup thick by the last question. (Kudos to Jessica Haden for not going wobbly.) The dubious wisdom of placing a C-level in front of the press at a ‘hard and tough news’ time, one whose expertise is clinical in nature, most comfortable in speaking to that and not corporate strategy, plus evidently has a hard time editing/limiting responses, should be rethought. 

VillageMD opens the Walgreens purse, set to buy Summit Health for $8.9B

November 9, 2022 | by

Moving from rumor to deal in a New York Minute. Primary care provider VillageMD has moved to a definitive agreement to acquire specialty/urgent care provider Summit Medical in an $8.9 billion deal including debt. This was heavily rumored last week [TTA 1 Nov]

This will create a provider behemoth of 680 provider locations, 750 primary care providers, and 1,200 specialty care providers in 26 markets. The fun facts:

  • VillageMD has 342 total primary care clinics in 22 southern and northeastern markets covering 15 states, with 152 co-located with Walgreens; these will eventually increase to 200.
  • Summit Health has 370 locations in New York, New Jersey, Connecticut, Pennsylvania, and central Oregon. VillageMD and Summit do not overlap (except in NJ) on markets.  
  • VillageMD consists of primarily owned and affiliated primary care practices; Summit Health specialty practices (neurology, chiropractic, cardiology, orthopedics, dermatology) plus 150 CityMD urgent care locations.
  • VillageMD has successfully mastered value-based care models in Medicare and entered advanced Medicare ACO models early and vigorously (Editor’s information). Summit Health presently is primarily is fee-for-service with some participation in value-based programs.

The participation in this one is interesting: 

  • Walgreens Boots Alliance (WBA) will invest $3.5 billion through an even mix of debt and equity 
  • Cigna’s health services organization Evernorth will become a minority owner; the exact percentage is not disclosed at this point
  • It’s not disclosed at this time whether Summit Health’s current majority owner, Walburg Pincus, will retain an interest in the combined companies. 

WBA remains the largest and consolidating shareholder of VillageMD, but with this acquisition, reduces its ownership share from approximately 62-63% to 53%. WBA’s other US non-retail healthcare interests include specialty pharmacy company Shields Health Solutions and at-home care provider CareCentrix.

Based on their release, the acquisition is expected to close in January 2023, subject to the usual Hart-Scott-Rodino Act (HSR) premerger notification and report with the DOJ and the Federal Trade Commission (FTC) that initiates a 30-day waiting period.

Bet on VillageMD and Summit closing deeper into Q1–but closing. This Editor’s over/under is that this is overly optimistic given the current DOJ and FTC’s scrutiny and apparent dislike of healthcare acquisitions, even though the provider groups don’t overlap except in a minor way in NJ. But perhaps Amazon, with a healthcare footprint primarily in pharmacy and shuttering Amazon Care, thought OneMedical would move smartly. CVS thought the same with Signify Health, yet both are on information Second Requests that extend the waiting period. DOJ is after all smarting hard with a Federal District Court nixing their challenge of UHG’s Optum with Change Healthcare, but it’s hard to throw typical antitrust at this one.

Go big or go home, indeed.     Healthcare Dive, Becker’s

CareCentrix files ‘corporate espionage’ on trade secrets lawsuit against Signify Health, former employee

March 18, 2021 | by

Usually, laundry like this is not aired or dried in public, but it’s on the line nevertheless in a lawsuit. CareCentrix, a post-acute care/transitions of care management company, has sued in US Federal Court for the District of Delaware both Signify Health, a diversified home care company overlapping the same line of business, and CareCentrix’s former general manager, VP post-acute care Marcus Lanznar.  Initial charges were filed on 23 December and motions are piling up fast based on what is listed (paywalled, unfortunately) on PacerMonitor.

The Federal charge is covered under the Defend Trade Secrets Act of 2016 (DTSA), Cause 18:1836(a) Injunction against Misappropriation of Trade Secrets. The basics are that Mr. Lanznar was a senior executive of CareCentrix, had access to proprietary information, and had a restrictive covenant that would not allow him to go to a competitor for nine months. Yet he was engaged in interviews starting in July 2020, by August-September was having regular meetings with his counterpart, chief product officer Peter Boumenot, and passed CareCentrix information not only to his personal email but also to Signify into October, when Mr. Lanznar resigned. He joined Signify Health in November 2020 and is listed on LinkedIn as SVP product, though not on their management page. 

The lawsuit claims that Signify “targeted, recruited, and hired former CareCentrix executive Marcus Lanznar in a covert scheme that succeeded in providing access to CareCentrix’s confidential information and trade secrets” and also was aware of the conflict presented by the restrictive covenant. It seeks to prevent Mr. Lanznar and Signify Health from using its trade secrets and to award it damages and attorneys’ fees. 

This is a David versus Goliath matchup. Signify Health in February had a highly successful IPO gaining over $560 million and is valued with a market cap of over $7 bn. CareCentrix to date is most definitely the David in this scenario in terms of size, having raised all private equity funding via Summit Partners starting in 2011. However, it has made two acquisitions of its own recently: Vesta Healthcare at $30 million and Turnkey Health for an undisclosed amount (Crunchbase). The stakes are piled high in this hot segment of healthcare. 

There are a number of high-powered law firms dueling in this lawsuit, which also includes CareCentrix’s parent, NDES Holdings. Note: this article is based on both reporting in Healthcare IT News, which initially filed the story, and FierceHealthcare’s close on follow-up.