PharMerica Corporation Confirms Receipt of Conditional Acquisition Proposal from Omnicare
PharMerica Corporation (NYSE: PMC) today confirmed that it previously received and rejected an unsolicited conditional proposal from Omnicare, Inc. (NYSE: OCR) to acquire PharMerica for $15.00 per share in cash, subject to due diligence and regulatory approvals.
The PharMerica Board of Directors, after consultation with its financial and legal advisors, unanimously determined that the Omnicare proposal, which was first made on July 19, 2011, undervalues PharMerica and is not in the best interest of PharMerica or its stockholders. The Board noted that the Omnicare proposal is subject to significant regulatory uncertainty, and, despite Omnicare's 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, the Omnicare proposal introduces unacceptably high risk to PharMerica stockholders and could be highly 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.
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