VALLEY FORGE, Pa. & BOISE, Idaho--(BUSINESS WIRE)--Jan. 12, 2015--
AmerisourceBergen (NYSE:ABC) and MWI Veterinary Supply, Inc.
(NASDAQ:MWIV) today announced that they have entered into a definitive
merger agreement for AmerisourceBergen to acquire MWI Veterinary Supply
(MWI), the leading animal health distribution company in the United
States.
Under the terms and conditions of the merger agreement,
AmerisourceBergen, through a new wholly-owned subsidiary, will make an
all cash tender offer for all of the outstanding shares of MWI at a
price of $190.00 per share, representing a $2.5 billion fully diluted
equity value. The $190.00 per share consideration represents an
approximately 17.4% premium to the volume weighted average closing price
of MWI’s common stock over the three-month period ended January 9, 2015,
the last trading day prior to the announcement. AmerisourceBergen
expects to finance the transaction through a combination of cash and
long-term debt. The tender offer is conditioned on MWI’s stockholders
tendering at least a majority of outstanding shares in the tender offer,
clearance under the Hart-Scott-Rodino Antitrust Improvements Act and
other customary closing conditions. The parties expect the transaction
to close during the March quarter of 2015.
The acquisition of MWI is expected to contribute approximately 8 cents
in adjusted earnings per share to AmerisourceBergen’s fiscal year 2015,
and is expected to generate approximately $50 million in synergies by
the end of the third full year, driven primarily by the benefits of
AmerisourceBergen’s scale and product sourcing opportunities. The Board
of Directors of MWI has unanimously approved the transaction.
“MWI is the premier supply chain company in animal health, with leading
positions in both the companion and production markets, and we are very
excited to have them join AmerisourceBergen,” said Steven H. Collis,
AmerisourceBergen President and Chief Executive Officer. “Animal health
is a growing market in the US and internationally, and is a logical
extension of our pharmaceutical distribution and services businesses.
Utilizing AmerisourceBergen’s knowledge of manufacturer and provider
services, our global reach and partnership philosophy, combined with
MWI’s expertise in veterinary and agricultural markets, we will
collaboratively launch the next generation of superior animal health
products and services together.”
“This transaction represents a terrific opportunity for MWI and our
stakeholders. Our team has done an outstanding job creating value for
MWI stockholders, and we look forward to continuing our success as part
of AmerisourceBergen,” said Jim Cleary, MWI Veterinary Supply President
and Chief Executive Officer. “Our first core value is Customer Service,
and with AmerisourceBergen, I’m confident MWI will continue to lead our
industry in delivering quality service and superior value for our
customers and manufacturer partners. I have been very impressed with the
AmerisourceBergen team, and we look forward to working together as we
continue to grow in the animal health market.”
Under the terms of the merger agreement, AmerisourceBergen will commence
a tender offer no later than January 26, 2015, to acquire all
outstanding shares of MWI common stock. MWI will file a recommendation
statement containing the unanimous recommendation of the MWI board of
directors that MWI’s stockholders tender their shares to
AmerisourceBergen. AmerisourceBergen intends to acquire any shares of
MWI not tendered into the tender offer via a merger that will be
effected as soon as possible after the closing of the tender offer.
BofA Merrill Lynch acted as financial advisor, and Cravath, Swaine &
Moore LLP provided legal advice to AmerisourceBergen. J.P. Morgan acted
as financial advisor, and Dechert LLP provided legal advice to MWI.
AmerisourceBergen and MWI will host a conference call Monday, January
12, 2015 at 8:30 am Eastern time to discuss the transaction. The
conference call can be accessed by dialing 612-234-9960. No access code
is required. The live call can also be accessed via a webcast provided
on the Investors pages at www.amerisourcebergen.com.
The webcast will be archived on the site for at least 30 days. A
telephone replay will be available for 7 days by dialing 800-475-6701 or
320-365-3844, and entering access code 350337.
In addition, AmerisourceBergen will be presenting at the J.P. Morgan
Healthcare Conference in San Francisco on January 13, 2015. The
presentation will be webcast beginning at 3:00 pm Pacific time, and the
breakout session will be webcast beginning at approximately 3:30 pm
Pacific time. Both sessions will be accessible on the Investors pages of
our website at www.amerisourcebergen.com.
As previously announced, AmerisourceBergen will report its earnings for
the first quarter of fiscal 2015 on January 28, 2015.
MWI will be presenting at the J.P. Morgan Healthcare Conference in San
Francisco on January 15, 2015.
About MWI Veterinary Supply
MWI Veterinary Supply, Inc. is a leading distributor of animal health
products across the United States of America and United Kingdom. We sell
more than 50,000 products, of which over 25,000 are stocked in our
distribution centers, sourced from nearly 1,000 vendors. Products we
sell include pharmaceuticals, vaccines, parasiticides, diagnostics,
capital equipment, supplies, veterinary pet food and nutritional
products. We market these products to our customers in both the
companion animal and production animal markets, and also offer our
customers a variety of value-added services, including on-line ordering
via our e-commerce platform, technology management systems, pharmacy
fulfillment, inventory management system, equipment procurement
consultation and special order fulfillment.
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 nearly $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. For
more information, go to www.amerisourcebergen.com.
Forward-Looking Statements
This communication may contain forward-looking statements concerning
AmerisourceBergen, MWI and the proposed transaction, which describe or
are based on current expectations. Actual results may differ materially
from these expectations. Any statements that are not historical fact
(including statements containing the words "believes," "plans,"
"anticipates," "expects," "estimates," "will," and similar expressions)
should also be considered to be forward-looking statements. Such
forward-looking statements include 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. Actual results may
differ materially from current expectations because of risks associated
with 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; 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; other risks and uncertainties pertaining to the
respective businesses of AmerisourceBergen and MWI detailed in their
respective filings with the Securities and Exchange Commission (the
“SEC”) from time to time. Forward-looking statements in this document
should be evaluated together with the many uncertainties that affect the
respective businesses of AmerisourceBergen and MWI, particularly those
mentioned in the risk factors and other cautionary statements in each
parties’ respective 2014 Annual Report on Form 10-K and in other reports
filed with the SEC. The reader is cautioned not to rely unduly on these
forward-looking statements. AmerisourceBergen and MWI expressly disclaim
any intent or obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.
Additional Information
The tender offer for the outstanding common stock of MWI has not yet
commenced. This communication is for informational purposes only and it
is neither an offer to purchase nor a solicitation of an offer to sell
shares of MWI common stock. At the time the tender offer is commenced,
AmerisourceBergen will file a tender offer statement, containing an
offer to purchase, a form of letter of transmittal and other related
tender offer documents with the SEC, and MWI will file a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to the
tender offer with the SEC. 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 when they become
available, as they may be amended from time to time, because they will
contain important information about the tender offer that MWI’s
stockholders should consider prior to making any decisions with respect
to the tender offer. Once filed, stockholders of MWI will be able to
obtain a free copy of these documents at the website maintained by the
SEC at www.sec.gov,
by directing a request to AmerisourceBergen at Investor Relations,
AmerisourceBergen, 1300 Morris Drive, Chesterbrook, PA 19087 or from MWI
at www.mwivet.com.
Source: AmerisourceBergen and MWI Veterinary Supply, Inc.
AmerisourceBergen
Barbara Brungess, 610-727-7199
Vice
President, Corporate & Investor Relations
bbrungess@amerisourcebergen.com
or
MWI
Veterinary Supply
Mary Pat Thompson, 208-955-8930
Senior Vice
President of Finance and Administration, and CFO
mthompson@mwivet.com