VALLEY FORGE, Pa.--(BUSINESS WIRE)--Mar. 28, 2013--
AmerisourceBergen Corporation (NYSE: ABC) today announced that it has
signed a definitive agreement to sell its Canadian pharmaceutical
distribution business, AmerisourceBergen Canada Corporation (ABCC), to
Kohl & Frisch Limited, a Canadian-owned national full-line distributor.
The transaction is expected to close in the third quarter of fiscal
2013, and is subject to customary closing conditions, including certain
regulatory approvals. AmerisourceBergen will retain its Canadian
specialty business.
The estimated sale price is expected to be between $80 million and $100
million, of which approximately half will be financed by
AmerisourceBergen. As a result of the agreement, the Company expects to
record an estimated loss on sale and other impairment charges of between
$160 million and $180 million when it reports its quarterly results for
the March quarter of fiscal 2013. This estimated loss on sale, in
addition to ABCC’s operating losses, will be reported within
discontinued operations. ABCC represented approximately 2 percent of
AmerisourceBergen’s total revenues.
Due to the impact of the sale, AmerisourceBergen has revised its
financial performance expectations for fiscal year 2013. The Company now
expects revenue growth in the range of 8 to 10 percent and it has
increased its estimated earnings per share from continuing operations
for fiscal 2013 from a range of $2.96 to $3.06 to a range of $3.04 to
$3.14. The revised earnings per share range does not include the impact
of significant one-time expenses anticipated as a result of the
previously disclosed new strategic long-term relationship with Walgreen
Co. and Alliance Boots, GmbH, including a LIFO expense due to an
anticipated inventory build and recurring non-cash expenses relating to
the equity warrants issued in connection with the new relationship. The
Company continues to expect free cash flow in the range of $100 million
to $200 million, and to repurchase approximately $400 million of common
stock in fiscal 2013.
About AmerisourceBergen
AmerisourceBergen is one of the world's largest pharmaceutical services
companies serving the United States, Canada and selected global markets.
Servicing both healthcare providers and pharmaceutical manufacturers 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 niche
premium logistics and pharmaceutical packaging to reimbursement and
pharmaceutical consulting services. With over $80 billion in annualized
revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and
employs approximately 13,000 people. AmerisourceBergen is ranked #29 on
the Fortune 500 list. For more information, go to www.amerisourcebergen.com.
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, 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; the loss of one or more key
customer or supplier relationships; changes in customer mix; customer
delinquencies, defaults or insolvencies; supplier defaults or
insolvencies; changes in pharmaceutical manufacturers' pricing and
distribution policies or practices; adverse resolution of any contract
or other dispute with customers or suppliers; federal and state
government enforcement initiatives to detect and prevent suspicious
orders of controlled substances and the diversion of controlled
substances; 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; changes in federal and state
legislation or regulatory action affecting pharmaceutical product
pricing or reimbursement policies, including under Medicaid and
Medicare; changes in regulatory or clinical medical guidelines and/or
labeling for the pharmaceutical products we distribute; price inflation
in branded pharmaceuticals and price deflation in generics; greater or
less than anticipated benefit from launches of the generic versions of
previously patented pharmaceutical products; significant breakdown or
interruption of our information technology systems; our inability to
realize the anticipated benefits of the implementation of an enterprise
resource planning (ERP) system; interest rate and foreign currency
exchange rate fluctuations; 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; economic, business, competitive and/or regulatory
developments outside of the United States; risks associated with the
strategic, long-term relationship among Walgreen Co., Alliance Boots
GmbH, and AmerisourceBergen, including the failure to obtain the
required U.S. and foreign antitrust regulatory approvals for the equity
investments by Walgreens and Alliance Boots in AmerisourceBergen, 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 our
earnings per share resulting from the issuance of the warrants, an
inability to realize anticipated benefits (including benefits resulting
from participation in the Walgreens Boots Alliance Development GmbH
joint venture), 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; the acquisition of
businesses that do not perform as we expect or that are difficult for us
to integrate or control; our inability to successfully complete any
other transaction that we may wish to pursue from time to time; changes
in tax laws or legislative initiatives that could adversely affect our
tax positions and/or our tax liabilities or adverse resolution of
challenges to our tax positions; increased costs of maintaining, or
reductions in our ability to maintain, adequate liquidity and financing
sources; volatility and deterioration of the capital and credit markets;
and other economic, business, competitive, legal, tax, regulatory and/or
operational factors affecting our 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) in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2012 and
elsewhere in that report and (ii) in other reports filed by the Company
pursuant to the Securities Exchange Act of 1934. You are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of the date they are made. Except to the extent required by law,
AmerisourceBergen does not undertake, and expressly disclaims, any duty
or obligation to publicly update any forward-looking statement after the
date of this report, whether as a result of new information, future
events, changes in assumptions or otherwise.
Source: AmerisourceBergen Corporation
AmerisourceBergen Corporation
Barbara Brungess,
610-727-7199
bbrungess@amerisourcebergen.com