Priority Healthcare Announces Agreement to Be Acquired by Express Scripts

Priority Healthcare Announces Agreement to Be Acquired by Express
Scripts 


LAKE MARY, Fla., July 21  /PRNewswire-FirstCall/ -- Priority Healthcare
Corporation ("Priority") (NASDAQ:PHCC) announced today the signing of a
definitive agreement to be acquired by Express Scripts, Inc. (NASDAQ:ESRX) 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.

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. 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/ .

JPMorgan Securities, Inc. served as financial advisor and provided a fairness
opinion to Priority on this transaction.

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/ .

Where to Find Additional Information

Priority plans to file with the Securities and Exchange Commission (the "SEC")
and mail to its shareholders a Proxy Statement in connection with the proposed
transaction.  Investors are urged to carefully read the Proxy Statement and any
other relevant documents filed with the SEC when they become available, because
they will contain important information about Priority and the proposed merger.
 The Proxy Statement will be mailed to the shareholders of Priority prior to the
shareholder meeting.  In addition, investors and security holders will be able
to obtain free copies of the Proxy Statement, when it becomes available, and
other documents filed by Priority with the SEC, at the Web site maintained by
the SEC at http://www.sec.gov/.  These documents may also be accessed and
downloaded for free from Priority's Web site at
http://www.priorityhealthcare.com/ , or copies may be obtained, without charge,
by directing a request to Chief Financial Officer, Priority Healthcare
Corporation, 250 Technology Park, Lake Mary, Florida 32746, [phone].

Participants in the Solicitation

Priority and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Priority
in connection with the proposed transaction.  Information regarding Priority's
directors and executive officers is contained in Priority's proxy statement
relating to its 2005 annual meeting of shareholders, which was filed with the
SEC on April 8, 2005.  Additional information regarding the interests of
participants in the solicitation will be set forth in the Proxy Statement filed
with the SEC in connection with the proposed transaction.

Safe Harbor Statement

Certain statements included in this press release, which are not historical
facts, are forward-looking statements.  Such forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  These forward-looking statements represent our
expectations or beliefs and involve certain risks and uncertainties, including
those described in our public filings with the United States Securities and
Exchange Commission; also including, but not limited to, changes in interest
rates, competitive pressures, changes in customer mix, changes in third party
reimbursement rates, financial stability of major customers, changes in
government regulations or the interpretation of these regulations, changes in
supplier relationships, growth opportunities, cost savings, revenue
enhancements, synergies and other benefits anticipated from acquisition
transactions, difficulties relative to integrating acquired businesses, the
accounting and tax treatment of acquisitions, and asserted and unasserted
claims, which could cause actual results to differ from those in the
forward-looking statements.  The forward-looking statements by their nature
involve substantial risks and uncertainties, certain of which are beyond our
control, and actual results may differ materially depending on a variety of
important factors.  You are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date herein. 

http://www.newscom.com/cgi-bin/prnh/20030417/PHCLOGODATASOURCE: Priority
Healthcare Corporation



CONTACT:  Stephen Saft, Chief Financial Officer, Priority Healthcare

Corporation, [phone]



Web site:  http://www.priorityhealthcare.com/

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

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