PharMerica Corporation (NYSE: PMC), a national provider of institutional
pharmacy and hospital pharmacy management services, today acknowledged
that Omnicare, Inc. (NYSE: OCR) has commenced an unsolicited tender
offer to acquire all outstanding common shares of PharMerica at a price
of $15.00 per share in cash.
Consistent with its fiduciary duties, the PharMerica Board of Directors
will review the offer to determine the course of action that it believes
is in the best interests of the Company and its stockholders. PharMerica
stockholders are urged to take no action at this time pending the
Board’s review of the offer.
The PharMerica Board, in consultation with its independent financial and
legal advisors, will advise stockholders of its position regarding the
Omnicare offer within 10 business days by making available to
stockholders and filing with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9.
PharMerica noted that the tender offer is identical in all material
respects to the proposal from Omnicare that was previously rejected by
the PharMerica Board. That proposal was first made privately on July 19,
2011 and subsequently made public by Omnicare on August 23, 2011.
Deutsche Bank Securities Inc. is acting as financial advisor and Holland
& Knight LLP is acting as legal advisor to PharMerica.
About PharMerica
PharMerica Corporation is a leading institutional pharmacy services
company servicing healthcare facilities in the United States. PharMerica
operates institutional pharmacies in 44 states. PharMerica’s customers
are institutional healthcare providers, such as nursing centers,
assisted living facilities, hospitals and other long-term care
providers. The Company also provides pharmacy management services to
long-term care hospitals.
Additional Information
In response to the tender offer, PharMerica will file a
solicitation/recommendation statement on Schedule 14D-9 with the U.S.
Securities and Exchange Commission ("SEC”). Any
solicitation/recommendation statement filed by PharMerica that is
required to be mailed to stockholders will be mailed to stockholders of
PharMerica. INVESTORS AND STOCKHOLDERS OF PHARMERICA ARE URGED TO READ
THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders will be able to obtain free
copies of these documents (when available) and other documents filed
with the SEC by PharMerica through the web site maintained by the SEC at http://www.sec.gov.
In addition, documents filed with the SEC by PharMerica may be obtained
free of charge by contacting Thomas A. Caneris, Senior Vice President
and General Counsel of PharMerica, at (502) 627-7536.
