Omnicare Enters Into Confidentiality and Joint Defense Agreement with PharMerica
(Thomson Reuters ONE) -
COVINGTON, Ky., October 26, 2011 - Omnicare, Inc. (NYSE:OCR) today confirmed
that it has entered into a confidentiality and joint defense agreement with
PharMerica Corporation (NYSE:PMC). Under the agreement, the companies will
exchange certain information in furtherance of the analysis of the regulatory
approval process relating to Omnicare's previously announced offer to purchase
all outstanding shares of PharMerica common stock for $15.00 per share.
There can be no assurance that this exchange of information will lead to
discussions between the parties with respect to a definitive merger agreement or
transaction.
Goldman, Sachs & Co. is acting as financial advisor to Omnicare and dealer
manager for the offer and Dewey & LeBoeuf LLP and Axinn, Veltrop & Harkrider LLP
are acting as legal counsel.
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 communication contains certain
statements that constitute "forward-looking statements." 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 communication (including, but not limited to, 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. These risks
and uncertainties include, but are not limited to, the possibility that Omnicare
will not pursue a transaction with PharMerica, the timing to consummate a
potential transaction between Omnicare and PharMerica, the ability and timing to
obtain required regulatory approvals, Omnicare's ability to realize the
synergies contemplated by a potential transaction, Omnicare's ability to
promptly and effectively integrate the businesses of PharMerica and Omnicare,
the performance of Omnicare's institutional pharmacy business, business
conditions in the institutional pharmacy industry generally, the inability to
expand geographically as anticipated, the inability to leverage services and
capabilities among Omnicare's network of institutional pharmacies as
anticipated, the effectiveness of Omnicare's strategy in the institutional
pharmacy business, the ability of the PharMerica acquisition to strengthen
relationships with pharmaceutical and biotechnology companies and the risks and
uncertainties described in Omnicare's Form 10-K, Form 10-Q and Form 8-K reports
filed with the Securities and Exchange Commission ("SEC"). Should one or more
of these risks or uncertainties materialize or should underlying assumptions
prove incorrect, Omnicare'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. Except as otherwise
required by law, Omnicare does not undertake any obligation to publicly release
any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Important Additional Information
On September 7, 2011, Philadelphia Acquisition Sub, Inc. ("Purchaser"), a wholly
owned subsidiary of Omnicare, Inc. ("Omnicare"), commenced a tender offer to
purchase all issued and outstanding shares of common stock, par value $0.01 per
share (together with the associated preferred share purchase rights, the
"Shares") of PharMerica Corporation ("PharMerica") at a price of $15.00 per
Share, net to the seller in cash, without interest and subject to any required
withholding of taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer"). The Offer
is scheduled to expire at 5:00 p.m., New York City time, on December 2, 2011,
unless extended. If the Offer is extended, Omnicare will issue a press release
announcing the extension no later than 9:00 a.m., New York City time, on the
next business day following the date the Offer was scheduled to expire. The
Offer is conditioned on, among other things, there being validly tendered and
not withdrawn at least a majority of the total number of Shares outstanding on a
fully diluted basis, the board of directors of PharMerica redeeming or
invalidating its "poison pill" stockholder rights plan, receipt of regulatory
approvals and other customary closing conditions as described in the Offer to
Purchase. The Offer is not subject to any financing contingencies.
This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. The Offer is being made pursuant to a tender offer
statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal
and other related tender offer materials) that was filed on September 7, 2011 by
Omnicare and Purchaser with the SEC. These materials, as they may be amended
from time to time, contain important information, including the terms and
conditions of the Offer, that should be read carefully before any decision is
made with respect to the Offer. Investors and security holders of PharMerica
are able to obtain free copies of these documents and other documents filed with
the SEC by Omnicare through the web site maintained by the SEC at
http://www.sec.gov or by directing a request to the Corporate Secretary of
Omnicare, Inc., 100 East RiverCenter Boulevard, Suite 1600, Covington, Kentucky
41011. Free copies of any such documents can also be obtained by directing a
request to Omnicare's information agent, D.F. King & Co., Inc., by phone at
(212) 269-5550 or toll-free at (800) 769-7666 or by email at info(at)dfking.com.
# # #
Contacts:
Omnicare
Patrick C. Lee
(859) 392-3444
patrick.lee(at)omnicare.com
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jamie Moser
(212) 355-4449
abrimmer(at)joelefrank.com
jmoser(at)joelefrank.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#1558377]
Unternehmensinformation / Kurzprofil:
Datum: 26.10.2011 - 23:25 Uhr
Sprache: Deutsch
News-ID 80743
Anzahl Zeichen: 8473
contact information:
Town:
Covington, KY
Kategorie:
Business News
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