Closing Date of July 31, 2007 is Established
VALLEY FORGE, Pa. & LOUISVILLE, Ky.--(BUSINESS WIRE)--June 5,
2007--AmerisourceBergen Corporation (NYSE:ABC) and Kindred Healthcare,
Inc. (NYSE:KND) today announced the appointment of four executives who
will serve as officers of the new, independent, publicly traded
company, to be called "PharMerica Corporation," that will be formed by
the proposed combination of their respective institutional pharmacy
businesses, PharMerica Long-Term Care ("PharMerica LTC") and Kindred
Pharmacy Services ("KPS").
-- Michael J. Culotta, former Chief Financial Officer of
LifePoint Hospitals, Inc. (NASDAQ:LPNT), was named Chief
Financial Officer,
-- Mark A. McCullough, President of KPS, was named Chief
Operating Officer,
-- Janice D. Rutkowski, President of PharMerica LTC, was named
Chief Clinical Officer, and
-- Anthony A. Hernandez, a former Senior Vice President with Citi
Home Equity, a subsidiary of Citigroup Inc., was named Vice
President of Human Resources.
The new company's headquarters will be in Louisville, Kentucky,
with a major customer support center in Tampa, Florida.
AmerisourceBergen and Kindred also announced that the closing of
the transaction is targeted for July 31, 2007. AmerisourceBergen and
Kindred agreed to extend the closing date from the previous June 30,
2007 target, to allow additional time for the new company's
Registration Statement to be declared effective by the Securities and
Exchange Commission and to permit sufficient time for the Registration
Statement to be sent to prospective shareholders.
Commenting on the new officers of PharMerica Corporation, Greg
Weishar, Chief Executive Officer of PharMerica Corporation, said, "We
have put together a strong leadership team for the new company. In the
CFO role, Mike is a seasoned financial executive who brings a broad
base of experience to PharMerica. His public company background will
be of tremendous value as we develop and build PharMerica for the
benefit of our customers, shareholders and employees.
"Mark has done a great job growing the KPS business and he has the
leadership skills we need to bring together two organizations. Janice
has years of clinical experience and will provide leadership to us in
this area which is critical to our success. Tony is already helping us
work on the human resources issues related to merging two
organizations."
Mr. Culotta was Chief Financial Officer of LifePoint Hospitals
from 2001 through April 2007. At LifePoint, Mr. Culotta's
responsibilities included financial reporting, investor relations,
risk management, government reimbursement and tax. Prior to joining
LifePoint, Mr. Culotta was with Ernst & Young LLP, including 12 years
as Audit Partner and Health Care Area Industry Leader.
Mr. McCullough, a certified public accountant, has served as
President of KPS since February 2003. From April 2000 until his
appointment as President, he served in senior management positions for
Kindred's pharmacy operations.
Ms. Rutkowski, R.Ph., has served as Interim President of
PharMerica LTC since October 2006, following three years as Senior
Vice President, Clinical Services and Program Development. Ms.
Rutkowski has more than 35 years experience in the pharmacy services
industry.
Mr. Hernandez was with one or more subsidiaries of Citigroup Inc.
for 15 years prior to joining PharMerica. He was responsible for the
human resources function for Citi Home Equity, including employee and
staff relations, communications, staffing, organizational management
and development, compensation, and training.
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);
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 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 recently announced facility
acquisitions with Ventas, Inc., including the satisfaction of all
closing conditions, and its ability to complete the resale of such
facilities; (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: For AmerisourceBergen Corporation:
Michael N. Kilpatric, 610-727-7118
Vice President, Corporate & Investor Relations
or
For Kindred Healthcare, Inc.:
Susan E. Moss, 502-596-7296
Vice President of Corporate Communications
SOURCE: AmerisourceBergen Corporation