Published: January 27, 2012
Omnicare Comments on FTC Position
COVINGTON, Ky. - (BUSINESS WIRE) - Omnicare, Inc. (NYSE:OCR) today issued the following statement
responding to the Federal Trade Commission's (FTC) split (3 to 1)
decision to issue an administrative complaint to block Omnicare's offer
to purchase all outstanding shares of PharMerica Corporation (NYSE: PMC)
common stock for $15.00 per share in cash.
"We strongly disagree with the FTC's decision to seek to block the
proposed transaction. We also disagree with the FTC's claim for the need
to protect insurance companies as a result of this combination. The FTC
has already examined the institutional pharmacy industry, noting the
numerous players and explaining how the ease of entry and other market
conditions facilitate competition. The institutional pharmacy business
is competitive and Omnicare is confident it would remain so after the
transaction.
"Omnicare continues to believe that a transaction with PharMerica will
provide customers a broader array of service offerings, as well as
advance the country's effort to lower overall healthcare costs. Through
expanding services and reducing costs, Omnicare expects to help
customers manage and respond to ongoing industry pressures."
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 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
February 17, 2012, 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@dfking.com.

Omnicare
Patrick C. Lee, 859-392-3444
patrick.lee@omnicare.com
or
Joele
Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jamie Moser,
212-355-4449
abrimmer@joelefrank.com
jmoser@joelefrank.com
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