PharMerica Sends Letter To Omnicare To Set The Record Straight On Prior Discussions
PharMerica Corporation (NYSE:PMC), a national provider of institutional pharmacy and hospital pharmacy management services, today sent a letter to Omnicare, Inc. (NYSE: OCR) regarding the previously received and rejected unsolicited conditional proposal from Omnicare to acquire PharMerica for $15.00 per share in cash, subject to due diligence and regulatory approvals.
The full text of the letter sent to Omnicare follows:
| August 24, 2011 |
| John Figueroa |
| Chief Executive Officer |
| Omnicare, Inc. |
| 1600 RiverCenter II |
| 100 East RiverCenter Boulevard |
| Covington, Kentucky 41011 |
Dear Mr. Figueroa:
The Board of Directors of PharMerica has discussed your letter of August 23, 2011 in which Omnicare proposes to purchase all of the outstanding shares of PharMerica common stock for $15.00 per share in cash, subject to due diligence and regulatory approvals.
After reviewing with PharMerica’s financial and legal advisors your unsolicited and conditional proposal, which was first made on July 19, 2011, the Board unanimously determined that it undervalues the Company and is not in the best interest of PharMerica or its stockholders. The Board believes your proposal is subject to significant regulatory uncertainty and, despite your non-specific assurances to the contrary, antitrust clearance to combine the #1 and #2 players in institutional pharmacy is likely to be difficult to achieve and involve lengthy administrative and court proceedings. Even if the antitrust issues could eventually be resolved in a satisfactory manner, your proposal introduces unacceptably high risk to PharMerica stockholders and could be disruptive to PharMerica’s customers and employees without any assurances of Omnicare’s ability to complete a transaction on a timely basis or at all.Select the service that is right for you!
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