Walgreens Boots Alliance, Inc. Will Have Minority Equity Investment
in New Company
Transaction Valued at Approximately $1.4 Billion
LOUISVILLE, Ky.--(BUSINESS WIRE)--
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
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.
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.
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
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
** 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170802005451/en/
Robert E. Dries, 502-627-7475
Vice President and Chief Financial Officer
Huller or Cara Kleiman, 212-750-8300
Michael Polzin, 847-315-2935
and Ashish Kohli, 847-315-2922
Source: PharMerica Corporation
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