These consents were received pursuant to PharMerica's cash tender offer to purchase all of the Notes and consent solicitation, which commenced on July 17, 2001. Each of the consents was accompanied by the consenting holders' tender of Notes. The consent solicitation sought consents from holders of the Notes to eliminate substantially all of the restrictive covenants contained in the Notes' governing indenture.
The consent solicitation period expired as of 5:00 PM (EDT) yesterday, and all tenders and consents delivered prior to that time have become irrevocable. The tender period remains open until 9:00 AM (EDT) on Tuesday, August 14, 2001, unless extended by PharMerica. Holders may continue to tender Notes and deliver their consents until expiration of the tender period, but will only receive the tender payment and not the consent payment.
The consummation of the tender offer and consent solicitation remain contingent upon a number of conditions, including: consummation of the previously announced "merger-of-equals" transaction between Bergen Brunswig and AmeriSource Health Corporation; consummation of a bond financing by the combined AmerisourceBergen Corporation yielding net proceeds of at least $300.0 million; and other general and customary conditions. The bond financing condition is itself contingent upon the consummation of the Bergen Brunswig AmeriSource merger. Upon satisfaction of these conditions, PharMerica will effect the purchase of the tendered Notes and the designated restrictive covenants in the Notes' governing indenture will be eliminated. No assurance can be given that any of these conditions will be satisfied.
The terms of the tender offer and consent solicitation are more fully described in the Offer to Purchase and Consent Solicitation Statement, which is dated July 17, 2001. The offering statement and related documents provide additional information regarding the pricing, tender, consent and delivery procedures, as well as conditions of the tender offer and consent solicitation. These documents may be obtained by contacting MacKenzie Partners, Inc., the information agent for the tender offer and the consent solicitation, at (800) 322-2885 or (212) 929-5500.
Credit Suisse First Boston is the dealer manager for the tender offer and solicitation agent for the consent solicitation. CSFB is available to answer questions about the tender offer and consent solicitation at (800) 820-1653 or (212) 538-8474.
About Bergen Brunswig Corporation
Bergen Brunswig, headquartered in Orange County, California, is a leading supplier of pharmaceuticals and specialty healthcare products, as well as information management solutions and consulting services. Bergen Brunswig's customers include the nation's healthcare providers (hospitals, nursing homes and physicians), drug stores, manufacturers and patients. Through its subsidiaries, Bergen Brunswig provides product distribution, logistics, pharmacy management programs, and Internet fulfillment strategies designed to reduce costs and improve patient outcomes across the entire healthcare spectrum.
On March 16, 2001, Bergen Brunswig agreed to merge and combine its business with AmeriSource Health Corporation pursuant to an agreement and plan of merger. To accomplish the combination of their businesses, AmeriSource and Bergen Brunswig jointly formed a new company, AmerisourceBergen Corporation. Upon consummation of the transactions contemplated by the agreement and plan of merger, AmeriSource and Bergen Brunswig each will become a wholly-owned subsidiary of AmerisourceBergen. These merger transactions are presently pending regulatory review and the shareholders' meetings to approve the merger transactions are scheduled for August 29, 2001.
About PharMerica, Inc.
PharMerica is a leading provider of institutional pharmacy services to the elderly, chronically-ill and disabled in long-term care and alternate site settings, including skilled nursing facilities, assisted living facilities, specialty hospitals and residential living communities. PharMerica also provides mail order home delivery pharmacy services to workers' compensation patients and the catastrophically ill, and electronically adjudicates workers' compensation prescription claims from pharmacies on behalf of commercial insurance carriers.
On April 26, 1999, Bergen Brunswig acquired PharMerica, Inc. in a tax-free merger transaction, in which PharMerica became a wholly-owned subsidiary of Bergen Brunswig. Under the terms of that merger, stockholders of PharMerica received Bergen Brunswig's Class A Common Stock in exchange for their outstanding shares of PharMerica common stock, which, at the time, was traded on the Nasdaq National Market System under the symbol: DOSE. As a result of that merger, PharMerica ceased to be subject to the SEC's reporting requirements, but it remains obligated to provide certain financial reports to the trustee under the Notes' indenture.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is made only by the Offer to Purchase and Consent Solicitation Statement. Please refer to the Offer to Purchase and Consent Solicitation Statement and related documents for information regarding the pricing, tender, consent and delivery procedures, as well as conditions of the tender offer and the consent solicitation.
Additional Information
In connection with their proposed merger, AmerisourceBergen, together with AmeriSource and Bergen Brunswig, filed a joint proxy statement/prospectus with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by AmerisourceBergen (as well as by AmeriSource and Bergen Brunswig) at the Securities and Exchange Commission's web site at www.sec.gov. The joint proxy statement/prospectus and such other documents may also be obtained for free from AmeriSource or from Bergen Brunswig by directing such request to
AmeriSource Health Corporation,
General Counsel, 1300 Morris Drive, Suite 100,
Chesterbrook, Pennsylvania 19087-5594,
Telephone: (610) 727-7000;
or to
Bergen Brunswig Corporation,
Attention: Corporate Secretary,
4000 Metropolitan Drive,
Orange, California 92868-3510,
Telephone: (714) 385-4000.