Express Scripts Announces Agreement to Acquire Priority Healthcare

Express Scripts Announces Agreement to Acquire Priority
Healthcare
Transaction Will Enhance CuraScript's Rapid Growth 


ST. LOUIS, July 21  /PRNewswire-FirstCall/ -- Express Scripts, Inc.
(NASDAQ:ESRX) announced today the signing of a definitive agreement to acquire
Priority Healthcare Corporation ("Priority") (NASDAQ:PHCC) in a cash
transaction for $28 per share, or $1.3 billion. Priority, headquartered near
Orlando, Fla., is among the nation's largest specialty pharmacy and
distribution companies.  The transaction is expected to close in the fourth
quarter of 2005, subject to customary closing conditions, approval of
Priority's stockholders, and the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act.

Including the write-off of deferred financing fees in 2005 resulting from the
refinancing of the Company's credit facility and merger-related expenses
expected to be incurred in 2006, the transaction is expected to be dilutive to
Express Scripts' 2005 diluted earnings per share by $0.01 and accretive to 2006
by $0.02 to $0.03.  Excluding the write-off of deferred financing fees and
merger related costs, the transaction is expected to be neutral to Express
Scripts' 2005 diluted earnings per share and accretive to 2006 by $0.03 to
$0.04.

Specialty pharmaceuticals are the fastest growing component of prescription
drug spend, totaling approximately $35 billion in 2004 and expected to exceed
$70 billion in 2008.  Express Scripts' specialty pharmacy subsidiary,
CuraScript Pharmacy, Inc., headquartered in Orlando, Fla., was acquired by
Express Scripts in January, 2004 and has since rapidly grown by providing a
variety of patient care and cost management services to clients with specialty
pharmacy needs. With the addition of Priority, CuraScript will become one of
the nation's largest specialty pharmacy and distribution companies, with over
$3 billion in annual revenues.  CuraScript's broad specialty pharmacy product
line will have particular strength in oncology, multiple sclerosis, rheumatoid
arthritis, hepatitis, fertility, hemophilia, asthma, pulmonary hypertension and
psoriasis.

"This acquisition strengthens CuraScript's position as one of the leaders in
the specialty marketplace and reinforces our business model, which is built
around the alignment of interests with clients and patients," stated George
Paz, president and chief executive officer of Express Scripts. "The increase in
size and scale strengthens our ability to provide greater affordability of
specialty drug therapy."

"We are creating one of the largest and most comprehensive specialty platforms
in the industry," noted Dom Meffe, senior vice president of specialty pharmacy
at Express Scripts and president and chief executive officer of CuraScript.
"Our client-centric, patient care model will include an enhanced capacity for
providing cost-effective, single-source solutions for the broad range of
specialty therapies."

"Priority has built strong capabilities in specialty pharmacy, infusion and
distribution across a comprehensive portfolio of specialties. All of our
customers will benefit from the combined strengths of the two organizations,"
added Steve Cosler, president and chief executive officer of Priority.  "This
transaction demonstrates our commitment to serving the needs of all our
constituents, providing opportunities for our employees and delivering value to
our stockholders."

Using the optimal distribution channel for high-cost, complex specialty drugs
provides improved opportunities for payors to manage specialty costs.
"Traditional direct-to-patient pharmacy programs, combined with the
efficiencies gained from organizing elements of the supply chain will offer
clients and patients alike with an ideal one-stop delivery solution," notes
Meffe.

Under the terms of the agreement, each Priority share outstanding will be
exchanged for $28.00 in cash.  Express Scripts expects to finance the
acquisition with cash on hand and bank debt.

Express Scripts and Priority will hold an investor conference call on July 22,
2005 at 8:30 a.m. CDT (9:30 a.m. EDT) to discuss this transaction.  The call
will be broadcast live as well as replayed through the Internet.  The webcast
can be accessed through the Investor Relations section of Express Scripts'
website at http://express-scripts.com/ .

About Express Scripts

Express Scripts, Inc. is one of the largest PBM companies in North America
providing PBM services to over 50 million members through facilities in
thirteen states and Canada.  Express Scripts serves thousands of client groups,
including managed care organizations, insurance carriers, third-party
administrators, government-sponsored benefit plans, employers, and union-
sponsored benefit plans.

Express Scripts provides integrated PBM services, including network pharmacy
claims processing, mail pharmacy services, benefit design consultation, drug
utilization review, formulary management, disease management, and medical and
drug data analysis services.  The Company also provides distribution services
for specialty pharmaceuticals.  Express Scripts is headquartered in St. Louis,
Missouri.  More information can be found at http://www.express-scripts.com/ ,
which includes expanded investor information and resources.

About CuraScript

As an industry leader of specialty pharmacy services, CuraScript provides
specialty injectable medications to individuals with chronic illnesses
requiring complex, high-cost treatment. CuraScript is recognized for its
exceptional comprehensive range of services tailored to the individual needs of
patients, physicians, payors, clinicians, and pharmaceutical manufacturers. By
combining administrative, clinical, technological and managed care expertise,
CuraScript is able to provide clients with a single-source solution,
cost-effective results and optimal patient care.

About Priority Healthcare Corporation

Priority Healthcare is the premier healthcare services company providing
innovative, high quality and cost-effective solutions that enhance quality of
life. As a national specialty pharmacy and distributor, Priority Healthcare
provides biopharmaceuticals, complex therapies, related disease treatment
programs and a portfolio of other service offerings for patients, payors,
physicians and pharmaceutical manufacturers. The growing number of specialty
areas serviced by Priority Healthcare include: oncology, gastroenterology,
reproductive endocrinology, neurology, hematology, pulmonology, ophthalmology,
rheumatology, endocrinology, infectious disease and nephrology, as well as
ambulatory surgery centers. Additional information regarding Priority
Healthcare is available online at http://www.priorityhealthcare.com/ .

SAFE HARBOR STATEMENT

This press release contains forward-looking statements, including, but not
limited to, statements related to the Company's plans, objectives, expectations
(financial and otherwise) or intentions. Actual results may differ significantly
from those projected or suggested in any forward-looking statements.  Factors
that may impact these forward-looking statements include but are not limited
to:

  -- risks in closing the proposed merger with Priority Healthcare, and
     risks of integration of Priority and CuraScript after closing
  -- costs of and adverse results in litigation, including a number of
     pending class action cases that challenge certain of our business
     practices
  -- risks arising from investigations of certain PBM practices and
     pharmaceutical pricing, marketing and distribution practices currently
     being conducted by the U.S. Attorney offices in Philadelphia and
     Boston, and by other regulatory agencies including the Department of
     Labor, and various state attorneys general
  -- risks and uncertainties regarding the implementation and the ultimate
     terms of the Medicare Part D prescription drug benefit, including
     financial risks to us if we participate in the program on a
     risk-bearing basis and risks of client or member losses to other
     providers under Medicare Part D
  -- risks associated with our acquisitions (including our acquisition of
     CuraScript), which include integration risks and costs, risks of client
     retention and repricing of client contracts, and risks associated with
     the operations of acquired businesses
  -- risks associated with our ability to maintain growth rates, or to
     control operating or capital costs
  -- continued pressure on margins resulting from client demands for lower
     prices, enhanced service offerings and/or higher service levels, and
     the possible termination of, or unfavorable modification to, contracts
     with key clients or providers
  -- competition in the PBM industry, and our ability to consummate contract
     negotiations with prospective clients, as well as competition from new
     competitors offering services that may in whole or in part replace
     services that we now provide to our customers
  -- adverse results in regulatory matters, the adoption of new legislation
     or regulations (including increased costs associated with compliance
     with new laws and regulations), more aggressive enforcement of existing
     legislation or regulations, or a change in the interpretation of
     existing legislation or regulations
  -- increased compliance risks relating to our contracts with the DoD
     TRICARE Plan and various state governments and agencies
  -- the possible loss, or adverse modification of the terms, of
     relationships with pharmaceutical manufacturers, or changes in pricing,
     discount or other practices of pharmaceutical manufacturers
  -- risks associated with the possible loss, or adverse modification of the
     terms of, contracts with pharmacies in our retail pharmacy network
  -- risks associated with the use and protection of the intellectual
     property we use in our business
  -- risks associated with our leverage and debt service obligations,
     including the effect of certain covenants in our borrowing agreements
  -- risks associated with our ability to continue to develop new products,
     services and delivery channels
  -- general developments in the health care industry, including the impact
     of increases in health care costs, changes in drug utilization and cost
     patterns and introductions of new drugs
  -- increase in credit risk relative to our clients due to adverse economic
     trends
  -- risks associated with changes in average wholesale prices, which could
     reduce prices and margins
  -- risks associated with our inability to attract and retain qualified
     personnel
  -- other risks described from time to time in our filings with the SEC




We do not undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. 

DATASOURCE: Express Scripts, Inc.



CONTACT:  Investors, Edward Stiften, Chief Financial Officer, or David

Myers, Vice President Investor Relations, [phone],

 , or Media, Steve Littlejohn, Vice

President Public Affairs, [phone], all of Express Scripts, Inc.



Web site:  http://www.express-scripts.com/

http://www.priorityhealthcare.com/ 

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