VALLEY FORGE, Pa.--(BUSINESS WIRE)--Dec. 13, 2002--
AmerisourceBergen Corporation (NYSE:ABC), the largest
pharmaceutical services company in the U.S. dedicated solely to the
pharmaceutical supply channel, today announced that it has signed a
definitive agreement to purchase US Bioservices Corporation, a
privately held company (approximately 58 percent of which is owned by
Whitney and Company), in a transaction with a base purchase price
valued at approximately $160 million including assumed debt.
The agreement also provides for contingent payments of up to $30
million based on US Bioservices achieving defined earnings targets
through the end of the first quarter of calendar year 2004. Both the
base purchase price and the contingent payments are subject to
potential adjustments at closing. The transaction is expected to close
during the March 2003 quarter.
US Bioservices is a national pharmaceutical services provider
focused on the management of high-cost, complex therapies and
reimbursement support, and it anticipates revenues of about $120
million in the 2002 calendar year.
AmerisourceBergen expects the acquisition to be slightly accretive
to the Company's fiscal 2003 earnings per share expectations of 20
percent growth over the prior year's earnings per share of $3.29
before special charges.
"We look forward to the contribution that US Bioservices will make
to our specialty pharmaceutical business," said R. David Yost,
AmerisourceBergen's Chief Executive Officer. "US Bioservices brings
service capabilities in a variety of areas including special
pediatrics therapies, complex blood therapies and reimbursement
services."
"Adding US Bioservices expands the Company's capability to support
the unique needs that pharmaceutical manufacturers have when they
launch complex products into the small, targeted markets that are
important to many biotechnology pharmaceutical companies," said Steven
H. Collis, Senior Vice President and President of AmerisourceBergen
Specialty Group. "Manufacturers can come to AmerisourceBergen for
complete support in launching new specialty products, including
distribution and logistics, physician and patient education, and
reimbursement."
AmerisourceBergen has agreed to issue approximately 2.4 million
shares of its common stock upon the closing of the transaction.
The shares of common stock that AmerisourceBergen has agreed to
issue upon the closing of the transaction have not been registered
under the Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy such shares in any jurisdiction in
which such an offer or sale would be unlawful.
About AmerisourceBergen
AmerisourceBergen (NYSE:ABC) is the largest pharmaceutical
services company in the United States dedicated solely to the
pharmaceutical supply chain. It is the leading distributor of
pharmaceutical products and services to the hospital systems/acute
care market, alternate care and mail order facilities, independent
community pharmacies, and regional chain pharmacies.
The Company is also a leader in the institutional pharmacy
marketplace. With more than $40 billion in annualized operating
revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and
employs more than 13,000 people serving over 25,000 customers. For
more information go to www.amerisourcebergen.com.
Forward-Looking Statements
This news release may contain certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements
are based on management's current expectations and are subject to
uncertainty and changes in circumstances.
Actual results may vary materially from the expectations contained
in the forward-looking statements. Forward-looking statements may
include statements addressing future financial and operating results
of AmerisourceBergen and the benefits and aspects of the 2001 merger
between AmeriSource Health Corporation and Bergen Brunswig
Corporation.
The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: the risk that the businesses of AmeriSource and Bergen
Brunswig will not be integrated successfully; failure to obtain and
retain expected synergies; and other economic, business, competitive
and/or regulatory factors affecting the business of AmerisourceBergen
generally.
More detailed information about these factors is set forth in
AmerisourceBergen's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for fiscal 2001,
its Quarterly Reports on Form 10-Q for fiscal 2002, and the joint
proxy statement-prospectus for the merger filed on August 1, 2001.
AmerisourceBergen is under no obligation to (and expressly
disclaims any such obligation to) update or alter any forward-looking
statements whether as a result of new information, future events or
otherwise.
--30--RM/ph*
CONTACT: |
AmerisourceBergen Corporation, Valley Forge |
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Michael N. Kilpatric, 610/727-7118 |
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[email protected] |
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