VALLEY FORGE, Pa. & LOUISVILLE, Ky.--(BUSINESS WIRE)--July 26,
2007--AmerisourceBergen Corporation (NYSE:ABC) and Kindred Healthcare,
Inc. (NYSE:KND) today announced that they have determined the exchange
ratios to be used for the distribution of shares of PharMerica
Corporation common stock to the stockholders of record of
AmerisourceBergen Corporation and Kindred Healthcare, Inc. as a result
of the spin-offs and subsequent combination of each company's
respective institutional pharmacy business. The combination will
create a new, independent, publicly traded company called PharMerica
Corporation (NYSE:PMC).
Shareholders of record of either company's common stock at the end
of the business day on July 20, 2007 will be entitled to receive
shares of PharMerica Corporation on July 31, 2007, the closing date
for the transaction. AmerisourceBergen shareholders will be entitled
to receive 0.0831850 shares of PharMerica common stock for each share
of AmerisourceBergen common stock held on the record date. Kindred
shareholders will be entitled to receive 0.3660254 shares of
PharMerica common stock for each share of Kindred common stock held on
the record date. PharMerica will issue approximately 30 million shares
of common stock.
No action is required by holders of AmerisourceBergen or Kindred
common stock to receive their respective shares of PharMerica common
stock on the closing date, and the two companies' shareholders will
not be required to surrender any AmerisourceBergen or Kindred shares
or pay anything in order to receive PharMerica shares. Shareholders
who are entitled to receive the stock distribution will receive
book-entry account statements reflecting their ownership of shares of
PharMerica common stock or their brokerage account will be credited
for the shares. PharMerica will not issue physical stock certificates,
even if requested.
Shareholders that sell AmerisourceBergen and Kindred shares on or
prior to July 31, 2007 may also be selling their right to receive
shares of PharMerica common stock. AmerisourceBergen and Kindred
shareholders are encouraged to consult with their financial advisors
regarding the specific implications of selling AmerisourceBergen or
Kindred shares on or prior to July 31, 2007.
Completion of the transaction is subject to satisfaction of the
conditions described in the Registration Statement on Form S-4/S-1
(no. 333-142940), as amended and filed under the name Safari Holding
Corporation with the Securities and Exchange Commission and available
at the Commission's website at http://www.sec.gov.
About AmerisourceBergen
AmerisourceBergen (NYSE:ABC) is one of the world's largest
pharmaceutical services companies serving the United States, Canada
and selected global markets. 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
and pharmaceutical packaging to pharmacy services for skilled nursing
and assisted living facilities, reimbursement and pharmaceutical
consulting services, and physician education. With more than $64
billion in annual revenue, AmerisourceBergen is headquartered in
Valley Forge, PA, and employs more than 13,000 people.
AmerisourceBergen is ranked #29 on the Fortune 500 list. For more
information, go to www.amerisourcebergen.com.
About Kindred Healthcare
Kindred Healthcare, Inc. (NYSE:KND) is a Fortune 500 healthcare
services company, based in Louisville, Kentucky, with annualized
revenues of $4.5 billion that provides services in approximately 600
locations in 38 states. Kindred through its subsidiaries operates
long-term acute care hospitals, skilled nursing centers, institutional
pharmacies and a contract rehabilitation services business,
Peoplefirst Rehabilitation Services, across the United States.
Kindred's 56,000 employees are committed to providing high quality
patient care and outstanding customer service to become the most
trusted and respected provider of healthcare services in every
community we serve. For more information, go to
www.kindredhealthcare.com.
AmerisourceBergen 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. 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 (including
increased government regulation of the pharmaceutical supply channel);
government enforcement initiatives (including (i)the imposition of
increased obligations upon pharmaceutical distributors to detect and
prevent suspicious orders of controlled substances (ii) the
commencement of further administrative actions by the U. S. Drug
Enforcement Administration seeking to suspend or revoke the license of
any of the Company's distribution facilities to distribute controlled
substances, or (iii)the commencement of any enforcement actions by any
U.S. Attorney alleging violation of laws and regulations regarding
diversion of controlled substances and suspicious order
monitoring);changes in U.S. government policies (including
reimbursement changes arising from federal legislation, including the
Medicare Modernization Act and the Deficit Reduction Act of 2005);
changes in regulatory or clinical medical guidelines and/or
reimbursement practices for the pharmaceuticals we distribute; price
inflation in branded pharmaceuticals and price deflation in generics;
declines in the amounts of market share rebates offered by
pharmaceutical manufacturers to the PharMerica Long-Term Care
business, declines in the amounts of rebates that the PharMerica
Long-Term Care business can retain, and/or the inability of the
business to offset the rebate reductions that have already occurred or
any rebate reductions that may occur in the future; any disruption to
or other adverse effects upon the PharMerica Long-Term Care business
caused by the announcement of the Company's agreement to combine the
PharMerica Long-Term Care business with the institutional pharmacy
business of Kindred Healthcare, Inc. into a new public company that
will be owned 50% by the Company's shareholders (the "PharMerica LTC
Transaction"); the inability of the Company to successfully complete
the PharMerica LTC Transaction or any other transaction that the
Company may wish to pursue from time to time; fluctuations in market
interest rates; operational or control issues arising from the
Company's outsourcing of information technology activities; success of
integration, restructuring or systems initiatives; fluctuations in the
U.S. dollar - Canadian dollar exchange rate and other foreign exchange
rates; economic, business, competitive and/or regulatory developments
in Canada, the United Kingdom and elsewhere outside of the United
States; acquisition of businesses that do not perform as we expect or
that are difficult for us to integrate or control; changes in tax
legislation or adverse resolution of challenges to our tax positions;
and other economic, business, competitive, legal, tax, regulatory
and/or operational factors affecting the business of the Company
generally. Certain additional factors that management believes could
cause actual outcomes and results to differ materially from those
described in forward-looking statements are set forth (i) in Item 1A
(Risk Factors) in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2006 and elsewhere in that report and
(ii) in other reports filed by the Company pursuant to the Securities
Exchange Act of 1934.
Kindred Healthcare Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements regarding Kindred's expected future financial position,
results of operations, cash flows, financing plans, business strategy,
budgets, capital expenditures, competitive positions, growth
opportunities, plans and objectives of management and statements
containing the words such as "anticipate," "approximate," "believe,"
"plan," "estimate," "expect," "project," "could," "should," "will,"
"intend," "may" and other similar expressions, are forward-looking
statements. Statements in this press release concerning the new
company's business outlook or future economic performance, anticipated
profitability, revenues, expenses or other financial items,
anticipated cost synergies, economies of scale and product or service
line growth, together with other statements that are not historical
facts, are forward-looking statements reflecting the best judgment of
Kindred based upon currently available information.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that actual
results may differ materially from Kindred's expectations as a result
of a variety of factors, including, without limitation, those
discussed below. Such forward-looking statements are based upon
management's current expectations and include known and unknown risks,
uncertainties and other factors, many of which Kindred is unable to
predict or control, that may cause Kindred's actual results or
performance to differ materially from any future results or
performance expressed or implied by such forward-looking statements.
These statements involve risks, uncertainties and other factors
discussed below and detailed from time to time in Kindred's filings
with the SEC.
In addition to the factors set forth above, other factors that may
affect Kindred's plans or results include, without limitation, (a)
Kindred's and AmerisourceBergen's ability to complete the proposed
merger of their respective institutional pharmacy operations,
including the receipt of all required regulatory approvals and the
satisfaction of other closing conditions to the proposed transaction;
(b) Kindred's ability to operate pursuant to the terms of its debt
obligations and its master leases with Ventas, Inc. (NYSE:VTR); (c)
Kindred's ability to meet its rental and debt service obligations; (d)
Kindred's ability to complete the resale of facilities recently
acquired from Ventas; (e) adverse developments with respect to
Kindred's results of operations or liquidity; (f) Kindred's ability to
attract and retain key executives and other healthcare personnel; (g)
increased operating costs due to shortages in qualified nurses,
therapists and other healthcare personnel; (h) the effects of
healthcare reform and government regulations, interpretation of
regulations and changes in the nature and enforcement of regulations
governing the healthcare industry; (i) changes in the reimbursement
rates or methods of payment from third party payors, including the
Medicare and Medicaid programs, changes arising from and related to
the Medicare prospective payment system for long-term acute care
hospitals, the Medicare Prescription Drug, Improvement, and
Modernization Act of 2003, and changes in Medicare and Medicaid
reimbursements for the Company's nursing centers; (j) national and
regional economic conditions, including their effect on the
availability and cost of labor, materials and other services; (k)
Kindred's ability to control costs, particularly labor and employee
benefit costs; (l) Kindred's ability to successfully pursue its
development activities and successfully integrate new operations,
including the realization of anticipated revenues, economies of scale,
cost savings and productivity gains associated with such operations;
(m) the increase in the costs of defending and insuring against
alleged professional liability claims and Kindred's ability to predict
the estimated costs related to such claims; (n) Kindred's ability to
successfully reduce (by divestiture of operations or otherwise) its
exposure to professional liability claims; (o) Kindred's ability to
successfully dispose of unprofitable facilities; and (p) Kindred's
ability to ensure and maintain an effective system of internal
controls over financial reporting. Many of these factors are beyond
Kindred's control. Kindred cautions investors that any forward-looking
statements made by Kindred are not guarantees of future performance.
Kindred disclaims any obligation to update any such factors or to
announce publicly the results of any revisions to any of the
forward-looking statements to reflect future events or developments.
CONTACT: AmerisourceBergen Corporation
Michael N. Kilpatric
Vice President, Corporate & Investor Relations
610-727-7118
or
Kindred Healthcare, Inc.
Susan E. Moss
Vice President of Corporate Communications
502-596-7296
SOURCE: AmerisourceBergen Corporation