Companies Also Announce Name of New Company Will Be PharMerica
Corporation, Headquarters to be in Louisville, KY, and Receipt of IRS
Private Letter Ruling
VALLEY FORGE, Pa. & LOUISVILLE, Ky.--(BUSINESS WIRE)--Jan. 22,
2007--AmerisourceBergen Corporation (NYSE:ABC) and Kindred Healthcare,
Inc. (NYSE:KND) today announced that Gregory "Greg" S. Weishar,
currently Chief Executive Officer and President of PharmaCare
Management Services, Inc., a subsidiary of CVS Corporation (NYSE:CVS),
has agreed to become Chief Executive Officer of a new company to be
formed by the proposed combination of their respective institutional
pharmacy businesses, PharMerica Long-Term Care ("PharMerica LTC") and
Kindred Pharmacy Services ("KPS"), into a new, independent, publicly
traded company.
AmerisourceBergen and Kindred also announced the new company will
be named "PharMerica Corporation," and the new company's headquarters
will be in Louisville, Kentucky, with a major customer support center
in Tampa, Florida. In addition, the two companies have each received a
private letter ruling from the Internal Revenue Service affirming the
tax-free nature of each company's spin off of its institutional
pharmacy business as well as the tax-free status of the subsequent
combination creating the new company.
CEO Named
"We are extremely fortunate to have an executive with Greg's
experience and knowledge to lead the new company," said R. David Yost,
AmerisourceBergen Chief Executive Officer. "He understands the
pharmacy business and how to build a successful organization."
"Greg brings the right skills needed to lead the new company,"
said Paul J. Diaz, Kindred President and Chief Executive Officer. "He
has a strong customer service and pharmacy operations background that
will be essential to the new company."
"I am excited to have the opportunity to lead the new PharMerica,"
Mr. Weishar said. "We will leverage the strengths of both companies to
build an industry leading organization with meaningful growth
prospects."
Mr. Weishar is currently Chief Executive Officer and President of
PharmaCare Management Services, a pharmacy benefit management, mail
order and specialty pharmacy services subsidiary of CVS Corporation.
He founded PharmaCare in 1994 and through his leadership PharmaCare
has grown into the fourth largest operation in its industry with
revenues in excess of $3 billion.
New Company to be Named PharMerica Corporation
AmerisourceBergen and Kindred also announced that the name of the
new company will be PharMerica Corporation. The new company will be
the second largest in the institutional pharmacy services market with
revenues of approximately $1.9 billion and a customer base of
approximately 330,000 licensed beds in 41 states. The new name was
selected because it clearly identifies the services to be provided and
market capabilities of the new company and is well recognized in the
marketplace.
Location
In addition, the companies announced that the new PharMerica
Corporation's headquarters will be in Louisville, Kentucky, with a
major customer support center in Tampa, Florida. The Louisville
headquarters, which is expected to employ as many as 250 to 350
people, was selected because the new PharMerica received an $8 million
incentive package from the State of Kentucky. In addition, Kindred,
which is also headquartered in Louisville, will be providing
information technology and administrative support to the new company.
"We want to thank officials from the state of Kentucky and the
city of Louisville for putting together an aggressive incentive
package. We think Louisville is an optimal site for the new company
and are excited about creating new growth and employment opportunities
for the city," Mr. Diaz said.
The site for the headquarters in Louisville has not been
determined.
Summary of Proposed Transaction:
- The combination is structured to be a tax-free transaction
which will result in AmerisourceBergen and Kindred
shareholders each holding 50 percent of the shares of the new
company.
- In connection with the transaction, PharMerica LTC and KPS
will each make a one-time cash distribution, intended to be
tax-free, of up to $150 million to their respective parent
companies, subject to potential adjustments at the closing of
the proposed transaction.
- PharMerica LTC and KPS will fund the distributions by
borrowing up to $150 million each for a total of $300 million
of new debt. The new company will assume this debt as part of
the proposed merger. This new debt would be the only long-term
debt the new company assumes from the parent companies,
leaving it with significant financial flexibility.
- After the cash distributions, each of the institutional
pharmacy businesses would be separately spun off to
AmerisourceBergen and Kindred shareholders, to be followed
immediately by a stock-for-stock merger which would result in
AmerisourceBergen and Kindred shareholders each owning 50
percent of the new company.
- AmerisourceBergen currently provides pharmaceutical
distribution to both KPS and PharMerica LTC and under the
definitive agreement will continue to provide those services
to the new company. Kindred will provide information systems
support and some administrative support services to the new
company for a period of time.
- The transaction creating the new company is expected to be
completed by the end of March 2007.
In order to be completed, the proposed transaction still requires
filing and clearance of a registration statement with the new company
by the Securities and Exchange Commission. The proposed transaction
also is subject to the satisfaction of several closing conditions,
including obtaining financing for the new company. There can be no
assurance that all conditions to completion of the transaction will be
met.
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 $61
billion in annual revenue, AmerisourceBergen is headquartered in
Valley Forge, PA, and employs more than 13,000 people.
AmerisourceBergen is ranked #27 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 $4.3 billion that provides services in over 500 locations
in 39 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 55,000 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);
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); 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; 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 and Section 21E
of the Securities Exchange Act of 1934. 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 Securities and Exchange Commission.
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 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)
adverse developments with respect to Kindred's results of operations
or liquidity; (e) Kindred's ability to attract and retain key
executives and other healthcare personnel; (f) increased operating
costs due to shortages in qualified nurses, therapists and other
healthcare personnel; (g) the effects of healthcare reform and
government regulations, interpretation of regulations and changes in
the nature and enforcement of regulations governing the healthcare
industry; (h) 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, including the final
Medicare payment rules issued in May 2006, the Medicare Prescription
Drug, Improvement, and Modernization Act of 2003, and changes in
Medicare and Medicaid reimbursements for Kindred's nursing centers;
(i) national and regional economic conditions, including their effect
on the availability and cost of labor, materials and other services;
(j) Kindred's ability to control costs, particularly labor and
employee benefit costs; (k) 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;
(l) 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; (m) Kindred's ability to
successfully reduce (by divestiture of operations or otherwise) its
exposure to professional liability claims; (n) Kindred's ability to
successfully dispose of unprofitable facilities; and (o) 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, 610-727-7118
or
Kindred Healthcare, Inc.
Susan E. Moss, 502-596-7296
SOURCE: AmerisourceBergen Corporation