Walgreens Boots Alliance, Inc. Will Have
Minority Equity Investment in New Company
Transaction Valued at Approximately $1.4
Billion
PharMerica Corporation (NYSE:PMC), a national provider of
institutional pharmacy, specialty infusion and hospital pharmacy
management services, today announced that it has entered into a
definitive merger agreement pursuant to which a newly formed
company controlled by KKR, with Walgreens Boots Alliance, Inc.
(Nasdaq:WBA) as a minority investor, will acquire PharMerica. The
all-cash transaction is valued at approximately $1.4 billion
including the assumption or repayment of debt. Upon completion of
the transaction, PharMerica will become a private company.
Under the terms of the agreement, PharMerica shareholders will
receive $29.25 in cash for each share of PharMerica common stock
upon closing of the proposed transaction. The price represents a
premium of approximately 17 percent to PharMerica’s closing share
price as of the last trading day prior to announcement and a
premium of approximately 18 percent to PharMerica’s 90-day volume
weighted average price. The acquisition agreement was unanimously
approved by the Board of Directors of PharMerica.
Gregory S. Weishar, PharMerica Corporation's Chief Executive
Officer, said, “Following a thorough process and review of the
Company’s strategic alternatives, and with the assistance of our
advisors, we are pleased to have reached this agreement. This
transaction will deliver immediate and compelling value to all
PharMerica shareholders, as well as substantial benefits to our
clients and employees.”
Mr. Weishar added, “With the support of KKR and a strategic
partner in Walgreens Boots Alliance, PharMerica will have
additional resources and expertise to advance and grow the
business. We look forward to the completion of the transaction and
to achieving the meaningful benefits of this complementary
relationship.”
“PharMerica is an innovative leader in the institutional
pharmacy industry,” said Jim Momtazee, Head of KKR’s Health Care
investment team. “KKR and Walgreens Boots Alliance are excited to
partner with PharMerica’s management and employees to build upon
the company’s successful foundations and accelerate its future
growth.”
“This is an opportunity to expand into a growing segment, and to
do so through a national footprint,” said Alex Gourlay, Walgreens
Boots Alliance co-chief operating officer. “As the healthcare
landscape and patients’ needs continue to change, this is another
way we can support quality, affordable patient care.”
KKR is making the investment primarily through its Americas XII
Fund. Walgreens Boots Alliance intends to account for its minority
ownership interest in PharMerica as an equity method
investment.
The transaction is subject to PharMerica shareholder approval,
regulatory approvals, and other customary closing conditions.
PharMerica expects to complete the transaction by early 2018.
UBS Investment Bank and BofA Merrill Lynch are serving as
financial advisors to PharMerica and Davis Polk & Wardwell LLP
is serving as PharMerica’s legal advisor.
Simpson Thacher & Bartlett LLP and Weil, Gotshal &
Manges LLP are serving as legal advisors to KKR and Walgreens Boots
Alliance, respectively. Fully committed debt financing will be
provided by Goldman Sachs, Morgan Stanley, Wells Fargo, Jefferies
and KKR Capital Markets.
Cancelling PharMerica Corporation Second Quarter Conference
Call
In light of the agreement with KKR and Walgreens, PharMerica has
cancelled its second quarter 2017 earnings conference call
previously scheduled to be held on Friday, August 4, 2017, at 10:00
a.m. EDT. PharMerica does not intend to hold earnings conference
calls during the pendency of the transaction.
About PharMerica
PharMerica Corporation is a leading provider of pharmacy
services. PharMerica serves the long-term care, hospital pharmacy
management services, specialty home infusion and oncology pharmacy
markets. PharMerica operates 96 institutional pharmacies, 20
specialty home infusion pharmacies and 5 specialty oncology
pharmacies in 45 states. PharMerica’s customers are institutional
healthcare providers, such as skilled nursing facilities, assisted
living facilities, hospitals, individuals receiving in-home care
and patients with cancer.
About KKR
KKR is a leading global investment firm that manages multiple
alternative asset classes, including private equity, energy,
infrastructure, real estate, credit and, through its strategic
partners, hedge funds. KKR aims to generate attractive investment
returns by following a patient and disciplined investment approach,
employing world-class people, and driving growth and value creation
with KKR portfolio companies. KKR invests its own capital alongside
its partners' capital and provides financing solutions and
investment opportunities through its capital markets business.
References to KKR’s investments may include the activities of its
sponsored funds. For additional information about KKR & Co.
L.P. (NYSE: KKR), please visit KKR's website at www.kkr.com and on
Twitter @KKR_Co.
About Walgreens Boots Alliance
Walgreens Boots Alliance (Nasdaq: WBA) is the first global
pharmacy-led, health and wellbeing enterprise.
The company was created through the combination of Walgreens and
Alliance Boots in December 2014, bringing together two leading
companies with iconic brands, complementary geographic footprints,
shared values and a heritage of trusted health care services
through pharmaceutical wholesaling and community pharmacy care,
dating back more than 100 years.
Walgreens Boots Alliance is the largest retail pharmacy, health
and daily living destination across the USA and Europe. Walgreens
Boots Alliance and the companies in which it has equity method
investments together have a presence in more than 25* countries and
employ more than 400,000* people. The company is a global leader in
pharmacy-led, health and wellbeing retail and, together with the
companies in which it has equity method investments, has over
13,200* stores in 11* countries as well as one of the largest
global pharmaceutical wholesale and distribution networks, with
over 390* distribution centers delivering to more than 230,000**
pharmacies, doctors, health centers and hospitals each year in more
than 20* countries. In addition, Walgreens Boots Alliance is one of
the world’s largest purchasers of prescription drugs and many other
health and wellbeing products.
The company’s portfolio of retail and business brands includes
Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as
increasingly global health and beauty product brands such as No7,
Botanics, Liz Earle and Soap & Glory.
In October 2016 Walgreens Boots Alliance received the United
Nations Foundation Global Leadership Award for its commitment to
the UN’s Sustainable Development Goals. The company also ranks No.
1 in the Food and Drug Stores industry of Fortune magazine’s 2017
list of the World’s Most Admired Companies.
More company information is available at
www.walgreensbootsalliance.com.
* As of 31 August 2016, using publicly available information for
AmerisourceBergen.** For 12 months ending 31 August 2016, using
publicly available information for AmerisourceBergen.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed acquisition of PharMerica Corporation
(“PharMerica”) by Phoenix Parent Holdings Inc. and Phoenix
Merger Sub Inc. In connection with this transaction, PharMerica
will file relevant materials with the Securities Exchange
Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS OF
PHARMERICA ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s)
(when available) will be mailed to stockholders of PharMerica.
Investors and security holders will be able to obtain free copies
of these documents (when available) and other documents filed with
the SEC by PharMerica through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
PharMerica will be available free of charge on PharMerica’s
internet website at http://www.PharMerica.com or by contacting
PharMerica’s Investor Relations Department by email at
Robert.Dries@pharmerica.com or by phone at +1 (502) 627-7000.
Participants in Solicitation
PharMerica and its directors and certain of its executive
officers may be considered participants in the solicitation of
proxies from PharMerica’s stockholders in connection with the
proposed transaction. Information about the directors and executive
officers of PharMerica is set forth in its Annual Report on Form
10-K for the year ended December 31, 2016, which was filed with the
SEC on February 24, 2017, its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2017, which was filed with the SEC
on May 10, 2017, its proxy statement for its 2017 annual meeting of
stockholders, which was filed with the SEC on May 1, 2017, and its
Current Report on Form 8-K, which was filed with the SEC on April
21, 2017. These documents can be obtained free of charge from the
sources indicated above. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials in connection with the transaction to be filed with the
SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
acquisition of PharMerica, including any statements regarding the
expected timetable for completing the proposed transaction,
benefits of the proposed transaction, future opportunities, future
financial performance and any other statements regarding future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are “forward-looking” statements made within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The words
“anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,”
“estimate,” “probable,” “project,” “forecasts,” “predict,”
“outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,”
“may,” “might,” “anticipate,” “likely” “plan,” “positioned,”
“strategy,” and similar expressions, and the negative thereof, are
intended to identify forward-looking statements. All
forward-looking information are subject to numerous risks and
uncertainties, many of which are beyond the control of PharMerica,
that could cause actual results to differ materially from the
results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: failure to obtain
the required vote of PharMerica’s stockholders; the timing to
consummate the proposed transaction; the risk that a condition to
closing of the proposed transaction may not be satisfied or that
the closing of the proposed transaction might otherwise not occur;
the risk that a regulatory approval that may be required for the
proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; the diversion of management
time on transaction-related issues; and risk that the transaction
and its announcement could have an adverse effect on PharMerica’s
ability to retain customers and retain and hire key personnel.
Additional information concerning these and other risk factors can
be found in PharMerica’s filings with the SEC and available through
the SEC’s Electronic Data Gathering and Analysis Retrieval system
at http://www.sec.gov, including PharMerica’s most recent Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. The foregoing list of important factors is not
exclusive. PharMerica’s forward-looking statements are based on
assumptions that PharMerica believes to be reasonable but that may
not prove to be accurate. PharMerica assumes no obligation to
update or revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required
by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
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version on businesswire.com: http://www.businesswire.com/news/home/20170802005451/en/
PharMerica CorporationRobert E. Dries,
502-627-7475Executive Vice President and Chief Financial
OfficerorKKRKristi Huller or Cara Kleiman,
212-750-8300media@kkr.comorWalgreens Boots AllianceMedia
RelationsMichael Polzin, 847-315-2935Jim Cohn,
847-315-2950orInvestor RelationsGerald Gradwell and Ashish Kohli,
847-315-2922
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