Walgreens Digital Health Resources Proving Effective in Improving Medication Adherence

12 September 2016

Recent company studies show pill reminder feature and activity tracking drive better medication adherence among pharmacy patients 

DEERFIELD, Ill – September 12, 2016 – Two of Walgreens widely adopted digital health resources are helping to drive better medication adherence among users, according to two recent company studies.

Walgreens research shows that those over 50 years of age who track activities through its Balance® Rewards for healthy choices (BRhc) program, which awards loyalty points for healthy behaviors and activities, are more adherent to their medication therapies. A separate Walgreens study found that the pill reminder feature within the Walgreens mobile app is also demonstrating better optimal adherence[1] among users.

“People increasingly want to become more engaged in their own health care, and with Walgreens digital health offerings, we give our customers the ability to positively impact their behaviors and overall health,” said Harry Leider, M.D., chief medical officer, Walgreens. “These latest studies show how active participation and use of digital tools can benefit the user. They can also provide incentives for health plans, employers and payers by helping to reduce health care costs among members.”

Research on Balance Rewards for healthy choices and patients over 50 
This study examined the relationship between BRhc engagement and adherence to antihypertensive, oral antidiabetic and antihyperlipidemic medications for patients ages 50 and older. The findings concluded that tracking physical activity four or more times per week were associated with significantly higher - optimal adherence to antihypertensive and antihyperlipidemic medication.[2] In addition, tracking blood pressure twice or more per week or tracking blood glucose once or more per week was associated with significantly better adherence to antihypertensive and oral antidiabetic medications.

Specific findings included:

• Among BRhc members tracking physical activity, Walgreens observed greater rates of optimal adherence: 11.2 percent higher for antihypertensives, 5.1 percent higher for oral antidiabetics and 4.5 percent higher for antihyperlipidemics.
• Among BRhc members tracking blood pressure or blood glucose, Walgreens observed greater optimal adherence: 6.8 percent higher for patients taking antihypertensives and 12.3 percent higher for oral antidiabetics.

The Walgreens retrospective cohort study examined patients who filled an antihypertensive, oral antidiabetic or antihyperlipidemic medication among those 50 years old or greater, between March and October 2014.

Research on mobile pill reminders
The other Walgreens study examined the linkage between patient forgetfulness and non-adherence to medications, and the effectiveness of a mobile pill reminder feature. The research found that utilization of the Walgreens mobile app pill reminder was associated with significantly higher optimal adherence to oral antidiabetic, antihypertensive and antihyperlipidemic medications.[3]

Results showed:

• Among those who used the mobile pill reminder app, Walgreens observed greater optimal adherence: 12.3 percent higher for oral antidiabetics, 11.3 percent higher for antihypertensives and 9.1 percent higher for antihyperlipidemics.

To perform the study, Walgreens took a group comprised of patients who used the pill reminder and had oral antidiabetic, antihypertensive or antihyperlipidemic medications between an index period of January 2014 and September 2014 and compared to a control group comprised of those who did not use the pill reminder.


About Walgreens
Walgreens (www.walgreens.com), one of the nation's largest drugstore chains, is included in the Retail Pharmacy USA Division of Walgreens Boots Alliance, Inc. (NASDAQ: WBA), the first global pharmacy-led, health and wellbeing enterprise. More than 8 million customers interact with Walgreens each day in communities across America, using the most convenient, multichannel access to consumer goods and services and trusted, cost-effective pharmacy, health and wellness services and advice. Walgreens operates 8,173 drugstores with a presence in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. Walgreens omnichannel business includes Walgreens.com and VisionDirect.com. More than 400 Walgreens stores offer Healthcare Clinic or other provider retail clinic services.
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Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital

Business Sale Negotiation - Our Most Unusual Deal Term

The deal process is very stressful so every once in a while it is refreshing when we can break the tension with a good laugh. In retelling this story I am changing the names to honor the privacy of our clients and buyers. So let me set the stage. We have negotiated and have received a dual signed letter of intent between our client, a privately held healthcare information technology company and a much larger publicly traded company. We are ending due diligence and have had some very stressful discussions regarding the future role , title, salary and duties of our founder/seller. We were able to come to agreement and had started the process of crafting the definitive purchase agreement. So the basic economics of the deal are set, but just need to be memorialized in a formal contract.

I get a call from our client, let's call her Sarah. She says that she is going to fax me over a document and after I read it, to call her back. A minute later the fax starts to print out a page from the buyer's annual report where they identify the price and terms of another acquisition they had completed during the reporting period. I recognized the company because Sarah and I had discussed it before and she had shared that the company was similar to hers in terms of product offering and revenues. In my mind I had formulated a potential transaction range for this very similar company. 

We had been able to negotiate what we felt was a very favorable deal for our client, well beyond a typical EBITDA financial buyer valuation.  Because it had strategic value to a couple of the major players in the space and we had them both competing for the acquisition, we were being valued at a multiple of revenue not a multiple of EBITDA.

Back to the fax. I start reading the deal terms being described about this very similar company and the valuation was significantly above our lucrative offer. I call up Sarah and the first thing she says to me is, "I want Becky's deal." Becky was the owner of the other acquired company and she and Sarah were professionally acquainted.  Being the cool-headed deal guy that I am, I stammered, "Sarah, I looked at this deal and there is no way I can justify the price that the buyer paid for them."  She said to me, "Didn't I tell you that Becky was having an affair with the buying company's previous CEO?"

OK now is my time to actually be cool-headed. I said, "Well Sarah, are you prepared to come up with that deliverable, and how will your husband feel about that deal term?" Silence followed for what seemed like an eternity.  Soon the silence was broken with a very loud and hearty belly laugh from the other end of the phone.  Finally she said, "OK, OK, I get it. Let's get my deal done."

Whew, I dodged a bullet there and even got a funny story out of it. It was not funny until the substantial wire transfer had hit Sarah's bank account.

Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital

Surviving Due Diligence in the M&A Process

New Article just published on Divestopedia https://www.divestopedia.com/2/7767/sale-process/negotiation/the-1-cause-of-middle-market-ma-deal-failures

I believe one of the biggest reasons for M&A deals blowing up is a poorly worded letter of intent (LOI). The standard process to solicit offers from buyers in the form of an LOI includes terms and conditions that are negotiated until one winner emerges and the seller and buyer dual sign the LOI, which is non-binding. This basically gives either party an "out" should something be discovered in the due diligence process that is not to their liking or is not as presented in the initial materials. Buyers Have the Advantage of Experience

When I say poorly worded, what I really should have said is that it is worded much to the advantage of the buyer and gives them a lot of wiggle room in how the letter is interpreted and translated into the definitive purchase agreement. The best comparison I can make is a lease agreement for an apartment. It is so one-sided in favor of the landlord and protects him/her from every conceivable problem with the renter.

Business buyers are usually very experienced and the sellers are generally first-time sellers. The buyers have probably learned some important and costly lessons from past deals and vow never to let that happen again. This is often reflected in their LOI. They also count on several dynamics from the process that are in their favor. Their deal team is experienced and is at the ready to claim that "this is a standard deal practice" or "this is the calculation according to GAAP accounting rules." They count on the seller suffering from deal fatigue after the numerous conference calls, corporate visits and the arduous production of due diligence information.

When the LOI is then translated into the definitive purchase agreement by the buyer's team, any term that is open for interpretation will be interpreted in favor of the buyer and, conversely, to the detriment of the seller. The seller can try to fight each point, and usually there are several attacks on the original value detailed in the dual-signed LOI that took the seller off the market for 45-60 days. The buyer and his/her team of experts will fight each deal term from the dispassionate standpoint on one evaluating several deals simultaneously. The seller, on the other hand, is fully emotionally committed to the result of his/her life's work. He/she is at a decided negotiating disadvantage.

The unfortunate result of this process is that the seller usually caves on most items and sacrifices a significant portion of the value that he/she thought he/she would realize from the sale. More often than not, however, the seller interprets this activity by the buyer as acting in bad faith and simply blows up the deal, only to return to the market as damaged goods. The implied message when we reconnect with previous interested buyers after going into due diligence is that the buyers found some dirty laundry in the process. These previously interested buyers may jump back in, but they generally jump back in at a transaction value lower than what they were originally willing to pay. How to Even the Playing Field

How do we stop this unfortunate buyer advantage and subsequent bad behavior? The first and most important thing we can do is to convey the message that there are several interested and qualified buyers that are very close in the process. If we are doing our job properly, we will be conveying an accurate version of the reality of the deal. The message is that we have many good options, and if you try to behave badly, we will simply cut you off and reach out to our next best choices. The second thing we can do is to negotiate the wording in the LOI to be very precise and not allow room for interpretation that can attack the value and terms we originally intended.

We will show a couple examples of LOI deal points as written by the buyer (with lots of room for interpretation) and we will counter those with examples of precise language that protects the seller.

Sample Earnout Clause Within an LOI

Buyer's Proposal

The amount will be paid using the following formula:

-75% of the value will be paid at closing

-The remaining 25% will be held as retention by the BUYERs to be paid in two equal installments at the 12 month and 24 month anniversaries, based on the following formula and with the goal of retaining at least 95% of the TTM revenue. In case at the 12 and 24 month anniversaries the TTM revenue falls below 95%, the retention amount will be adjusted based on the percentage retained. For example, if 90% of the TTM revenue is retained at 12 months, the retention value will be adjusted to 90% of the original value. In case the revenue retention falls at or below 80%, the retention value will be adjusted to $0.

Seller's Counter Proposal

The amount will be paid using the following formula:

-75% of the value will be paid at closing

-The remaining 25% will be held as earnout by the BUYERs to be paid in four equal installments at the 6, 12, 18 and 24 months anniversaries, based on the following formula:

We will set a 5% per year revenue growth target for two years as a way for SELLERS to receive 100% of their earnout (categorized as "additional transaction value" for contract and tax purposes).

So, for example, the TTM revenues for the period above for purposes of this example are $2,355,000. For a 5% growth rate in year one, the resulting target is $2,415,000 for year one and $2,535,750 in year two. The combined revenue target for the two years post-acquisition is $4,950,750.

Based on a purchase price of $2,355,430, the 25% earnout would be valued at par at $588,857. We can simply back into an earnout payout rate by dividing the par value target of $588,857 by the total targeted revenues of $4.95 million.

The result is a payout rate of 11.89% of the first two years' revenue. If SELLER falls short of the target, they fall short in the payout; if they exceed the amount, they earn a payout premium.

Below are two examples of performance:

Example 1 is the combined two years' revenues total $4.50 million - the resulting two-year payout would be $535,244.

Example 2 is the combined two years' revenues total $5.50 million - the resulting two-year payout would be $654,187.

Comparison and Comments

The buyer's language contained a severe penalty if revenues dropped below 80% of prior levels, the earnout payment goes to $0. Also, they have only a penalty for falling short and no corresponding reward for exceeding expectations. The seller's counter proposal is very specific, formula-driven and uses examples. It will be very hard to misinterpret this language. The seller's language accounts for the punishment of a shortfall with the upside reward of exceeding growth projections. The principle of both proposals is the same - to protect and grow revenue, but the results for the seller are far superior with the counter proposal language.

Sample Working Capital Clause Within an LOI

Buyer's Proposal

This proposal assumes a debt free cash free (DFCF) balance sheet and a normalized level of working capital at closing.

Seller's Counter Proposal

At or around closing, the respective accounting teams will do an analysis of accounts payable and accounts receivable. The seller will retain all receivables in excess of payables plus all cash on cash equivalents. The balance sheet will be assumed by the buyer with a $0 net working capital balance.

Get the Specifics

The buyer's language is vague and a problem waiting to happen. So, for example, if the buyer's experts decide that a "normalized level of working capital" at closing is a surplus of $400,000, the value of the transaction to the seller dropped by $400,000 compared to the seller's counter proposal language. The objective in seller negotiations is to truly understand the value of the various offers before countersigning the LOI. For example, an offer for cash at closing of $4,000,000, with the seller retaining all excess net working capital when the normal level is $800,000, is superior to an offer for $4.4 million with working capital levels retained at normal levels.

These are two very important deal terms and they can move the effective transaction value by large amounts if they are allowed to be loosely worded in the letter of intent and then interpreted to the buyer's advantage in translation to the definitive purchase agreement. Why not just cut off that option with very precise and specific language in the LOI with formulas and examples prior to execution by the seller? The chances of the deal going through to closing will rise dramatically with this relatively easy-to-execute negotiation element.

Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital

Healthcare Information Clients We Have Served

We got our start after working for a very fine "Generic" Merger and Acquisition Advisory firm. I do not mean this to be a dig, but just a way to describe that our former firm was industry agnostic in engaging with all types of companies. Generally they did an excellent job relying on a proven M&A process. One area that they struggled with, however, was in representing software and information technology companies. In analyzing the competitive landscape, we found this to be the case with the vast majority of lower market M&A firms and business brokers. They did not speak the language and felt uncomfortable in pursuing transaction values that were not based on rules of thumb or a multiple of EBITDA. They struggled with unlocking strategic value for their clients.

MidMarket Capital was originally founded based on our deep roots in technology in our prior business experience. Our ideal client is one that has a significant part of their company value contained in their technology and intellectual property. We have chosen to focus on representing businesses in this space and our value proposition is to drive strategic transaction value for our clients.

For buyers of healthcare technology companies, it is important that the seller's representatives "speak the language" and if you are a technology, software, information technology, or healthcare information technology company, odds are that we have represented a similar company to yours during the past fifteen years. Please see below for a list describing companies we have represented in this market niche:

MidMarket Capital Clients

A Pathology Laboratory Information Systems Company

A Cost Analysis and Control Software Company for Healthcare Facilities

An Evidence Based Patient Acuity Measurement and Nurse Staffing Systems and Services Company

A Web-Based Staffing, Scheduling and Nurse Shift Bidding Software Company

HOSPITAL INTEGRATION SOFTWARE COMPANY

Ophthalmology Information System (OIS) Company

Healthcare Revenue Cycle Management Company

Cloud-Based Vendor Neutral Archiving & PACS Software Company

Hospital Services & Software Company

Electronic Health Record and Personal Identification Wristband Company

Big Data Analysis Engine for Repositioning Drug Discovery

Smart Pharma Cap for Medication Adherence and Compliance Recording

An IBM Cognos Partner - Performance Management, Professional Services, and Software Development Firm

A Distribution ERP Systems Software Company

Web Enabled Supply Chain Management System

eCommerce Company

Document Imaging & Management Software Company

Textbook Content Service Provider

Managed Information Security Services Company

Information Technology Consulting Company

IT Services Provider SMB

Affiliate Marketing Management Firm

Digital Communications Company

Pension Administration Software Company

CRM and Integrated Product Performance Management Software Company

Live Virtual Computer Training Company

Telecom Alliance Channel Partner

Rich Media & Interactive Marketing Software and Services Company

Wireless Electronic Monitoring Company Hardware, Software, Firmware, Software as a Service

Third-party Provider of Software for Bentley’s MicroStation

Mobile, On-Demand Data Collection, Management & Reporting

IT and telephony system design and support SMB

Publishing Management Software and Services

Network Integrity and Switch Provisioning Software Company

Advanced Networking Technology Development Contractor

ECommerce software-as-a-service (SaaS) Company

PRINT MANAGEMENT AND DISTRIBUTION COMPANY

Smart Grid Software and Engineering Company

Web Content Distribution and Compliance Management Software Company

Recreational Team Management and Group Management Portal

.Net - SaaS Based Sales Collateral Management Software and IT Services Company

Pool and Spa Service Management and Store Software Systems

Systems integrator and reseller of IT products to Federal Government clients

Mobile Field Merchandising & Data Collection Software

The BI Life Cycle Management Company - IBM/Cognos Enhancement Software Solutions

Security Solutions Value Added Distributor

Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, providing business broker and investment banking services to owners in the sale of healthcare companies. For more information about selling your healthcare company, visit our website MidMarket Capital