VALLEY FORGE, Pa., Sep 14, 2005 (BUSINESS WIRE) -- AmerisourceBergen Corporation (NYSE:ABC) today announced
that it completed the sale of $400 million of 5.625 percent senior
notes due 2012 and $500 million of 5.875 percent senior notes due
2015. The notes were issued in a private placement and were resold by
the initial purchasers to qualified institutional buyers under Rule
144A and Regulation S of the Securities Act of 1933, as amended. The
2012 notes and 2015 notes each were sold at 99.5 percent of principal
amount, resulting in an effective annual interest rate of 5.71 percent
on the 2012 notes and an effective annual interest rate of 5.94
percent on the 2015 notes.
The gross proceeds from the sale of the notes have been used to
finance the purchase of the notes tendered through September 13, 2005
in connection with the tender offer and consent solicitation launched
August 25, 2005 for AmerisourceBergen's $500 million 8.125 percent
senior notes due 2008 and its $300 million 7.25 percent senior notes
due 2012 and to pay related discounts, fees and expenses of these
transactions.
For the tendered senior notes, AmerisourceBergen has accepted for
purchase and made payment for approximately $497.7 million aggregate
principal amount of the $500 million 8.125 percent senior notes due
2008 (CUSIP No. 03073QAB4), representing approximately 99.5 percent of
the total principal amount outstanding of these notes, and $299.3
million aggregate principal amount of the $300 million 7.25 percent
senior notes due 2012 (CUSIP No. 03073EAB1), representing
approximately 99.8 percent of the total principal amount outstanding
of these notes. The total consideration paid was for $1,103.04 for
each $1,000 principal amount of 8.125 percent senior notes due 2008
accepted for purchase and $1,166.37 for each $1,000 principal amount
of 7.25 percent senior notes due 2012 accepted for purchase, in each
case plus accrued and unpaid interest, if any, from the last interest
payment date up to, but not including, the payment date and in each
case without regard to whether the notes accepted for purchase were
tendered before or after 5:00 p.m., EDT, on September 8, 2005.
The tender offer and consent solicitation for the two series of
notes will expire at 5:00 p.m., EDT, on Friday, September 23, 2005.
As a result of the receipt of the requisite amount of consents in
connection with the Company's tender offer and consent solicitation,
AmerisourceBergen, the respective guarantors of both senior notes and
J.P. Morgan Trust Company, as trustee, entered into supplemental
indentures dated September 8, 2005 relating to each series of senior
notes. The supplemental indentures are operative today. The
supplemental indentures eliminate substantially all of the restrictive
covenants and certain events of default contained in the original
indenture and modify the defeasance and certain other provisions
contained in the original indentures.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein.
AmerisourceBergen has offered and sold the notes in reliance upon
exemptions from registration under the Securities Act of 1933, as
amended, for offers and sales of securities that do not involve a
public offering. The notes have not been and will not be registered
under the Securities Act of 1933, as amended, or any state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. This news release also does not constitute an offer to
purchase, a solicitation of an offer to sell or a solicitation of
consents with respect to any securities.
About AmerisourceBergen
AmerisourceBergen (NYSE:ABC) is one of the largest pharmaceutical
services companies in the United States. Servicing both pharmaceutical
manufacturers and healthcare providers in the pharmaceutical supply
channel, the Company provides drug distribution and related services
designed to reduce costs and improve patient outcomes.
AmerisourceBergen's service solutions range from pharmacy automation,
bedside medication safety systems, and pharmaceutical packaging to
pharmacy services for skilled nursing and assisted living facilities,
reimbursement and pharmaceutical consulting services, and physician
education. With more than $54 billion in revenue, AmerisourceBergen is
headquartered in Valley Forge, PA, and employs more than 14,000
people. AmerisourceBergen is ranked #23 on the Fortune 500 list. 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 AmerisourceBergen's future financial and operating results
and the benefits, efficiencies and savings to be derived from the
Company's integration plans to consolidate its distribution network.
The following factors, among others, could cause actual results to
differ materially from those described in any forward-looking
statements: competitive pressures; the loss of one or more key
customer or supplier relationships; customer defaults or insolvencies;
changes in customer mix; supplier defaults or insolvencies; changes in
pharmaceutical manufacturers' pricing and distribution policies or
practices; adverse resolution of any contract or other disputes with
customers (including departments and agencies of the U.S. Government)
or suppliers; regulatory changes; changes in U.S. government policies
(including reimbursement changes arising from the Medicare
Modernization Act); market interest rates; operational or control
issues arising from AmerisourceBergen's outsourcing of information
technology activities; success of the Pharmaceutical Distribution
segment's ability to transition its business model to fee-for-service;
success of integration, restructuring or systems initiatives;
acquisition of businesses that do not perform as we expect or that are
difficult for us to integrate or control; and other economic,
business, competitive, legal, regulatory and/or operational factors
affecting the business of AmerisourceBergen generally.
More detailed information about these and other risk factors is
set forth in AmerisourceBergen's filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for
fiscal 2004.
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.
SOURCE: AmerisourceBergen Corporation
AmerisourceBergen Corporation, Valley Forge
Michael N. Kilpatric, 610-727-7118
mkilpatric@amerisourcebergen.com