VALLEY FORGE, Pa.--(BUSINESS WIRE)--Sept. 9,
2005--AmerisourceBergen Corporation (NYSE:ABC) today set the pricing
for the previously disclosed tender offer and consent solicitation for
its $500 million 8.125 percent senior notes due 2008 (CUSIP No.
03073QAB4) and its $300 million 7.25 percent senior notes due 2012
(CUSIP No. 03073EAB1).
The total consideration to be paid for the 2008 Notes pursuant to
the Offer to Purchase will be determined based on the formula set
forth in the Company's Offer to Purchase and Consent Solicitation
Statement dated August 25, 2005, which provides for a fixed spread of
50 basis points over the bid side yield (as quoted on the Bloomberg
Government Pricing Monitor on "Page PX5" at 2:00 p.m., Eastern
Daylight Time "EDT," on September 9, 2005) of the 4.125 percent U.S.
Treasury Note due August 15, 2008, plus accrued and unpaid interest,
if any, from the last interest payment date up to, but not including,
the payment date. The bid side yield of such treasury note at 2:00
p.m., EDT, on September 9, 2005 was 3.879 percent, which results in a
yield to holders of 4.379 percent.
The total consideration to be paid for the 2012 Notes pursuant to
the Offer to Purchase will be determined based on the formula set
forth in the Company's Offer to Purchase and Consent Solicitation
Statement dated August 25, 2005, which provides for a fixed spread of
50 basis points over the bid side yield (as quoted on the Bloomberg
Government Pricing Monitor on "Page PX7" at 2:00 p.m., EDT, on
September 9, 2005) of the 4.0 percent U.S. Treasury Note due August
15, 2008, plus accrued and unpaid interest, if any, from the last
interest payment date up to, but not including, the payment date. The
bid side yield of such treasury note at 2:00 p.m., EDT, on September
9, 2005 was 4.007 percent which results in a yield to holders of 4.307
percent.
Upon consummation of the tender offer and the determination of the
actual payment date, the Company will determine the total
consideration in accordance with the formula set forth in the above
mentioned offer and solicitation statement using the yields set forth
above for each of the respective notes. Assuming the payment date is
September 14, 2005, the total consideration will be $1,103.04 for each
$1,000 principal amount of 2008 Notes purchased in the tender offer,
plus accrued and unpaid interest, if any, from the last interest
payment date up to, but not including, the initial payment date.
Assuming the initial payment date is September 14, 2005, the total
consideration will be $1,166.37 for each $1,000 principal amount of
2012 Notes purchased in the tender offer, plus accrued and unpaid
interest, if any, from the last interest payment date up to, but not
including, the initial payment date.
The total consideration includes a consent payment of $30.00 per
$1,000 principal amount of notes that is payable only to holders who
validly tendered their notes on or before 5:00 p.m., EDT, on September
8, 2005. Holders who validly tendered their notes after 5:00 p.m.,
EDT, on September 8, 2005, but before the expiration of the tender
offer, will be paid $1,073.04 per $1,000 principal amount of 2008
notes purchased in the tender offer or will be paid $1,136.37 per
$1,000 principal amount of 2012 notes purchased in the tender offer,
in either case plus accrued and unpaid interest, if any, from the last
interest payment date up to, but not including, the final payment
date.
The tender offer expires at 5:00 p.m., EDT time, on September 23,
2005, unless extended or earlier terminated by the Company. As of 5:00
p.m. EDT on September 8, 2005, over 99.5 percent of the total
principal amount outstanding has been tendered.
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 guarantor of both senior notes and J.P. Morgan
Trust Company, as trustee, entered into a supplemental indenture dated
September 8, 2005, relating to each series of senior notes. The
supplemental indentures will become effective upon acceptance of the
senior notes for purchase in the tender offer commenced on August 25,
2005. The supplemental indenture eliminates substantially all of the
restrictive covenants and certain events of default contained in the
original indenture, and modifies the defeasance and certain other
provisions contained in the original indenture.
On September 8, 2005, AmerisourceBergen Corporation issued a news
release announcing that it has agreed to sell two new senior notes in
a private placement. These are $400 million 5.625 percent senior notes
due 2012 and $500 million 5.875 percent senior notes due 2015. The
2012 senior notes and 2015 senior notes each will be sold at 99.5
percent of principal amount, resulting in an effective annual interest
rate of 5.71 percent on the 2012 senior notes and an effective annual
interest rate of 5.94 percent on the 2015 senior notes. The Company
expects to complete the sale of the 2012 senior notes and the 2015
senior notes next week. The gross proceeds of these two new senior
notes will be used to: finance the cash tender offer for
AmerisourceBergen's $500 million 8.125 percent senior notes due 2008
and its $300 million 7.25 percent senior notes due 2012; repay at
maturity or, at AmerisourceBergen's discretion, redeem any notes not
tendered; and pay related discounts, fees and expenses of these
transactions.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy the securities described herein. AmerisourceBergen
is offering 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 securities to be
offered 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
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.
CONTACT: AmerisourceBergen, Valley Forge
Michael N. Kilpatric, 610-727-7118
mkilpatric@amerisourcebergen.com
SOURCE: AmerisourceBergen