Omnicare Announces Exchange and Repurchase Transaction in Connection with Certain of its Senior Subordinated Notes
(Thomson Reuters ONE) -
CINCINNATI, August 22, 2013 - Omnicare, Inc. (NYSE: OCR) (the "Company")
announced today that it has entered into separate, privately negotiated exchange
agreements under which it will retire approximately $180.46 million in aggregate
principal amount of its outstanding 3.75% Convertible Senior Subordinated Notes
due 2025 (the "3.75% Notes due 2025") in exchange for its issuance of $424.25
million in aggregate principal amount of new 3.50% Convertible Senior
Subordinated Notes due 2044 (the "New Notes"), with an original issue price of
approximately $388.83 million (which issue price will accrete on a semi-annual
basis). The Company also entered into separate, privately negotiated purchase
agreements to repurchase approximately $5.15 million in aggregate principal
amount of its outstanding 3.75% Notes due 2025 and $150 million in aggregate
principal amount of its outstanding 7.75% Senior Subordinated Notes due 2020
(the "7.75% Notes"). Following these transactions, approximately $132.42
million in principal amount of the 3.75% Notes due 2025 and $400 million in
principal amount of the 7.75% Notes will remain outstanding.
The New Notes mature in 2044 and will pay interest semiannually at a rate of
3.50% per year. Commencing with the interest period beginning February 15, 2021
in the case of the downside trigger and the interest period beginning on
February 15, 2024 in the case of the upside trigger, 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 14.2857 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 $70 per
share, representing a 28.44% premium over the $54.50 closing price of the
Company's common stock on the New York Stock Exchange on August 22, 2013. The
Company has the right to redeem the New Notes on or before February 15, 2019,
under certain circumstances, by paying the principal amount of the New Notes
plus accrued but unpaid interest, and after February 15, 2019 by paying the
accreted issue price to date plus accrued but unpaid interest.
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 500 company based in Cincinnati, Ohio, provides
comprehensive pharmaceutical services to patients and providers across the
United States. 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
(513) 719-1507
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#1724545]
Unternehmensinformation / Kurzprofil:
Datum: 23.08.2013 - 05:08 Uhr
Sprache: Deutsch
News-ID 290355
Anzahl Zeichen: 6134
contact information:
Town:
Covington, KY
Kategorie:
Business News
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