Omnicare Announces Exchange Transactions in Connection with Its 3.75% Convertible Senior Subordinated Notes
(Thomson Reuters ONE) -
COVINGTON, Ky., March 29, 2012 - Omnicare, Inc. (NYSE: OCR) - The Company has
entered into separate, privately negotiated exchange agreements under which it
will retire $ 256.946 million in aggregate principal amount of its outstanding
3.75% Convertible Senior Subordinated Notes due 2025 (the "Existing Notes") in
exchange for its issuance of $390 million in aggregate principal amount of new
3.75% Convertible Senior Subordinated Notes due 2042 (the "New Notes").
Following these transactions, $318.054 million in principal amount of the
Existing Notes will remain outstanding.
The New Notes mature in 2042 and will pay interest semiannually at a rate of
3.75% per year. Commencing with the interest period beginning April 1, 2020, the
New Notes will also pay contingent interest under certain circumstances based on
their then current trading price. The New Notes will be convertible, upon
certain circumstances, into cash and, if applicable, shares of Omnicare common
stock. The New Notes have an initial conversion rate of 24.09639 shares of
common stock per $1,000 original principal amount of notes (subject to
adjustment in certain events). This is equivalent to an initial conversion price
of approximately $41.50 per share, representing a 22.3 percent premium over the
$33.94 closing price of the Company's common stock on the New York Stock
Exchange on March 28, 2012.
The Company has the right to redeem the New Notes on or before April 1, 2016 by
paying a coupon make-whole amount plus accrued but unpaid interest, and after
April 1, 2016 at par plus accrued but unpaid interest.
In connection with the issuance of the New Notes, the Company also entered into
capped call transactions with a counterparty. The capped calls are subject to
adjustment or termination upon the occurrence of specified events affecting the
Company. The capped call transactions are intended to reduce potential dilution
upon conversion of the New Notes.
In connection with establishing their initial hedge of the capped call
transactions, Omnicare expects that the counterparty will enter into various
open market purchases of, or over-the-counter derivative transactions with
respect to, Omnicare's common stock concurrently with, or shortly after, the
pricing of the New Notes. These activities could cause the trading price of
Omnicare's common stock at the time of, or shortly after, the pricing of the New
Notes to be higher than would otherwise be the case in the absence of these
activities. The counterparty in these hedge transactions or their affiliates
may immediately enter into various transactions with respect to the common stock
or related derivative securities that could have the effect of increasing or
preventing a decline in the market price per share of common stock.
Additionally, such parties may subsequently modify or eliminate their hedge
positions through sales of common stock or by unwinding derivatives transactions
(such as during New Notes conversion settlement averaging periods) that can have
the effect of reducing the market price per share of common stock.
This press release shall not constitute an offer to sell or a solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such state or jurisdiction.
About Omnicare
Omnicare, Inc., a Fortune 400 company based in Covington, Kentucky, provides
comprehensive pharmaceutical services to patients and providers across North
America. As the market-leader in professional pharmacy, related consulting and
data management services for skilled nursing, assisted living and other chronic
care institutions, Omnicare leverages its unparalleled clinical insight into the
geriatric market along with some of the industry's most innovative technological
capabilities to the benefit of its long-term care customers. Omnicare also
provides key commercialization services for the bio-pharmaceutical industry and
end-of-life disease management through its Specialty Care Group. For more
information, visit www.omnicare.com.
Forward-looking Statements
In addition to historical information, this report contains certain statements
that constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, all statements regarding the intent, belief or
current expectations regarding the matters discussed or incorporated by
reference in this document (including statements as to "beliefs,"
"expectations," "anticipations," "intentions" or similar words) and all
statements which are not statements of historical fact. Such forward-looking
statements, together with other statements that are not historical, are based on
management's current expectations and involve known and unknown risks,
uncertainties, contingencies and other factors that could cause results,
performance or achievements to differ materially from those stated. The most
significant of such risks and uncertainties are described in the Company's Form
10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange
Commission. Should one or more of these risks or uncertainties materialize or
should underlying assumptions prove incorrect, the Company's actual results,
performance or achievements could differ materially from those expressed in, or
implied by, such forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof.
# # #
Contact:
Patrick C. Lee
(859) 392-3444
patrick.lee(at)omnicare.com
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Omnicare via Thomson Reuters ONE
[HUG#1598359]
Unternehmensinformation / Kurzprofil:
Datum: 29.03.2012 - 14:01 Uhr
Sprache: Deutsch
News-ID 129950
Anzahl Zeichen: 6946
contact information:
Town:
Covington, KY
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 211 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Omnicare Announces Exchange Transactions in Connection with Its 3.75% Convertible Senior Subordinated Notes"
steht unter der journalistisch-redaktionellen Verantwortung von
Omnicare (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
