VALLEY FORGE, Pa.--(BUSINESS WIRE)--Feb. 17, 2015--
AmerisourceBergen Corporation (NYSE: ABC) today announced that it priced
$500 million aggregate principal amount of its 3.25% Senior Notes due
March 1, 2025 and $500 million aggregate principal amount of its 4.25%
Senior Notes due March 1, 2045 (collectively, the “Notes”), in an
underwritten registered public offering. The offering is being made
pursuant to an effective shelf registration statement AmerisourceBergen
filed with the Securities and Exchange Commission (the “SEC”) on
November 27, 2012. The offering is expected to close on February 20,
2015, subject to customary closing conditions. AmerisourceBergen intends
to use the net proceeds from the offering, together with the net
proceeds from the recently announced $1 billion senior unsecured term
loan credit facility and cash on hand, to finance the previously
disclosed proposed acquisition (the “Acquisition”) of MWI Veterinary
Supply, Inc. (“MWI”), and to pay related fees and expenses, including
the retirement of all outstanding indebtedness of MWI. The offering is
not contingent on the consummation of the Acquisition which, if
completed, will occur subsequent to the closing of the offering. In the
event that the Acquisition is not completed on or before May 15, 2015,
or, if prior to such time, the acquisition agreement is terminated,
other than in connection with the consummation of the Acquisition, and
is not otherwise amended or replaced, then the Notes are subject to
mandatory redemption, in whole but not in part, at a redemption price
equal to 101% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest to, but not including, the redemption date.
The Notes offering is expected to close prior to the consummation of the
Acquisition.
The joint book-running managers for the offering are Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.
Earlier today, AmerisourceBergen filed a preliminary prospectus
supplement and an accompanying prospectus with the SEC in connection
with the offering of the Notes. Copies of these materials can be made
available by contacting: Merrill Lynch, Pierce, Fenner & Smith
Incorporated at 222 Broadway, New York, New York 10038, Attention:
Prospectus Department, or by telephone at 1-800-294-1322; or Wells Fargo
Securities, LLC at 608 2nd Avenue, South Minneapolis, MN 55402,
Attention: WFS Customer Service, or by telephone at 1-800-645-3751, or
by email at wfscustomerservice@wellsfargo.com.
Electronic copies of the preliminary prospectus supplement and
accompanying prospectus are also available on the SEC’s Web site at www.sec.gov.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any sale
of the Notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About AmerisourceBergen
AmerisourceBergen is one of the largest global pharmaceutical sourcing
and distribution services companies, helping both healthcare providers
and pharmaceutical and biotech manufacturers improve patient access to
products and enhance patient care. With services ranging from drug
distribution and niche premium logistics to reimbursement and
pharmaceutical consulting services, AmerisourceBergen delivers
innovative programs and solutions across the pharmaceutical supply
channel. With over $120 billion in annual revenue, AmerisourceBergen is
headquartered in Valley Forge, PA, and employs approximately 14,000
people. AmerisourceBergen is ranked #28 on the Fortune 500 list.
AmerisourceBergen's Cautionary Note Regarding Forward-Looking
Statements
Certain of the statements contained in this press release are
"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. Words such as "expect," "likely," "outlook," "forecast," "would,"
"could," "should," "can," "will," "project," "intend," "plan,"
"continue," "sustain," "synergy," "on track," "believe," "seek,"
"estimate," "anticipate," "may," "possible," "assume," variations of
such words, and similar expressions are intended to identify such
forward-looking statements. These statements are based on management's
current expectations and are subject to uncertainty and change in
circumstances. These statements are not guarantees of future performance
and are based on assumptions that could prove incorrect or could cause
actual results to vary materially from those indicated. Among the
factors that could cause actual results to differ materially from those
projected, anticipated, or implied are the following: changes in
pharmaceutical market growth rates; price inflation in branded and
generic pharmaceuticals and price deflation in generics; declining
economic conditions, increased costs of maintaining, or reductions in
AmerisourceBergen's ability to maintain, adequate liquidity and
financing sources, and interest rate and foreign currency exchange rate
fluctuations; the disruption of AmerisourceBergen's cash flow and
ability to return value to its stockholders in accordance with its past
practices, disruption of or changes in vendor, payer and customer
relationships and terms, and the reduction of AmerisourceBergen's
operational, strategic or financial flexibility; volatility and
disruption of the capital and credit markets; economic, business,
competitive and/or regulatory developments in countries where
AmerisourceBergen does business and/or operates outside of the United
States; supplier bankruptcies, insolvencies or other credit failures;
customer bankruptcies, insolvencies or other credit failures; the loss
of one or more key customer or supplier relationships resulting in
changes to the customer or supplier mix; the retention of key customer
or supplier relationships under less favorable economics or the adverse
resolution of any contract or other dispute with customers or suppliers;
risks associated with the strategic, long-term relationship among
Walgreen Co., Alliance Boots GmbH, and AmerisourceBergen, including the
occurrence of any event, change or other circumstance that could give
rise to the termination, cross-termination or modification of any of the
transaction documents among the parties (including, among others, the
distribution agreement or the generics agreement), an impact on
AmerisourceBergen's earnings per share resulting from the issuance of
the warrants to subsidiaries of Walgreen Co. and Alliance Boots GmbH
(the "Warrants"), an inability to realize anticipated benefits
(including benefits resulting from participation in the Walgreens Boots
Alliance Development GmbH joint venture), AmerisourceBergen's inability
to implement its hedging strategy to mitigate the potentially dilutive
effect of the issuance of its common stock under its special share
repurchase program due to its financial performance, the current and
future share price of its common stock, its expected cash flows,
competing priorities for capital, and overall market conditions;
increasing governmental regulations regarding the pharmaceutical supply
channel; federal and state government enforcement initiatives to detect
and prevent suspicious orders of controlled substances and the diversion
of controlled substances, federal and state prosecution of alleged
violations of related laws and regulations, and any related litigation,
including shareholder derivative lawsuits or other disputes relating to
our distribution of controlled substances; changes in federal and state
legislation or regulatory action affecting pharmaceutical product
pricing or reimbursement policies, including under Medicaid and
Medicare, and the effect of such changes on AmerisourceBergen's
customers; frequent changes to laws and regulations in respect of
healthcare fraud and abuse and the increased scrutiny of the federal
government related thereto; qui tam litigation for alleged violations of
fraud and abuse laws and regulations and/or any other laws and
regulations governing the marketing, sale, purchase and/or dispensing of
pharmaceutical products or services and any related litigation,
including shareholder derivative lawsuits; the acquisition of businesses
that do not perform as AmerisourceBergen expects or that are difficult
for it to integrate or control or AmerisourceBergen's inability to
successfully complete any other transaction that it may wish to pursue
from time to time; risks associated with the acquisition of MWI
Veterinary Supply, Inc. (“MWI”), including the anticipated changes in
the business environment in which AmerisourceBergen or MWI operates and
in AmerisourceBergen’s future operating results relating to the
potential benefits of a transaction with MWI and the ability of
AmerisourceBergen and MWI to complete the transactions contemplated by
the merger agreement, including the parties’ ability to satisfy the
conditions to the transaction set forth in the merger agreement,
uncertainties as to the timing of the tender offer and the subsequent
merger, the possibility that various conditions to the consummation of
the tender offer or the merger may not be satisfied or waived, and the
effects of disruption from the transactions on the respective businesses
of AmerisourceBergen and MWI and the fact that the announcement and
pendency of the transactions may make it more difficult to establish or
maintain relationships with employees, suppliers and other business
partners; risks associated with international business operations,
including non-compliance with the U.S. Foreign Corrupt Practices Act,
anti-bribery laws and economic sanctions and import laws and
regulations; risks generally associated with the sophisticated
information systems on which AmerisourceBergen relies, including
significant breakdown or interruption of such systems; risks generally
associated with data privacy regulation and the international transfer
of personal data; changes in tax laws or legislative initiatives that
could adversely affect AmerisourceBergen's tax positions and/or
AmerisourceBergen's tax liabilities or adverse resolution of challenges
to AmerisourceBergen's tax positions; natural disasters or other
unexpected events that affect AmerisourceBergen's operations; and other
economic, business, competitive, legal, tax, regulatory and/or
operational factors affecting AmerisourceBergen's business 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)
and Item 1 (Business) in the Company’s Annual Report on Form 10-K for
the fiscal year ended September 30, 2014 and elsewhere in that report
and (ii) in other reports.
Additional Information
This communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of MWI
common stock. AmerisourceBergen has filed with the SEC a tender offer
statement on Schedule TO regarding the tender offer described herein,
and MWI has filed with the SEC a solicitation/recommendation statement
on Schedule 14D-9 regarding such tender offer. MWI’s stockholders are
strongly advised to read these tender offer materials, as well as any
other documents relating to the tender offer and the associated
transactions that are filed with the SEC, carefully and in their
entirety, as they may be amended from time to time, because they contain
important information about the tender offer that MWI’s stockholders
should consider prior to making any decisions with respect to the tender
offer. Stockholders of MWI may obtain a free copy of these documents
at the website maintained by the SEC at www.sec.gov,
by directing a request to the Information Agent at (866) 277-8239 or MWIV@georgeson.com.
Source: AmerisourceBergen Corporation
AmerisourceBergen Corporation
Barbara Brungess
Vice
President, Corporate & Investor Relations
610-727-7199
bbrungess@amerisourcebergen.com