Establishes a Joint Venture for Specialty Distribution in Brazil
VALLEY FORGE, Pa.--(BUSINESS WIRE)--Mar. 24, 2014--
AmerisourceBergen Corporation (NYSE:ABC) today announced that it has
reached a definitive agreement to acquire a minority stake in Profarma
Distribuidora de Produtos Farmacêuticos S.A. (Profarma), a leading
pharmaceutical wholesaler in Brazil. In addition, AmerisourceBergen and
Profarma will establish a joint venture for specialty distribution and
services. The Company expects to invest a total of approximately $100
million, and the transaction is expected to close in the June quarter of
2014. AmerisourceBergen does not expect the transaction to have a
meaningful impact to its adjusted earnings per share from continuing
operations for fiscal 2014.
“We are very excited to partner with Profarma as we continue to expand
our reach into growing international markets,” said Steven H. Collis,
President and Chief Executive Officer of AmerisourceBergen. “With its
long-term macroeconomic growth outlook, favorable demographics, and
increasing access to healthcare services and specialty pharmaceuticals,
the Brazilian market affords us a tremendous opportunity to expand our
international offerings. Profarma’s success in the wholesale
distribution, chain and independent retail, and specialty markets,
combined with our expertise in specialty distribution and manufacturer
services provides a compelling opportunity to shape the delivery of
healthcare in Brazil.”
Sammy Birmarcker, Chief Executive Officer of Profarma, highlighted the
positive effects that the association with AmerisourceBergen should
bring for the operations of Profarma Specialty, such as access to new
medicines, equipment, services and practices that currently do not exist
in Brazil. “We hope the country will soon be able to benefit from the
technological advances that are already available to the specialty
pharmaceutical distribution industry in more evolved markets abroad,”
emphasized Birmarcker. “We believe that the experience acquired by
Profarma over the course of its 52 years of activities, combined with
the technology and expertise of AmerisourceBergen in rendering new
services, will provide a favorable environment for the development of
Profarma Specialty in Brazil," he concluded.
AmerisourceBergen will purchase up to a 19.9% minority stake by offering
R$22.50 per share for shares offered in a primary offering by Profarma.
The specialty distribution joint venture will include Profarma’s
existing specialty businesses and an equity investment from
AmerisourceBergen, and each company will own a 50% stake in the joint
venture.
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 $100 billion in annualized revenue, AmerisourceBergen
is headquartered in Valley Forge, PA, and employs approximately 13,000
people. AmerisourceBergen is ranked #32 on the Fortune 500 list. For
more information, go to www.amerisourcebergen.com.
About Profarma Distribuidora de Produtos
Farmacêuticos S.A.
Profarma Distribuidora de Produtos Farmacêuticos S.A. has been engaged
for 52 years in the distribution of pharmaceuticals, personal care
products and cosmetics in Brazil's most populous states. In 2013, with
the acquisition of the retail chains Drogasmil/Farmalife and Tamoio, it
became one of the largest mixed distributors in Latin America and the
largest in Brazil. With 12 Distribution Centers, Profarma markets
approximately 18.0 million units per month and serves around 33,000
sales outlets. In the pharmaceutical retail market, it is the tenth
largest chain in Brazil, with 140 stores in Rio de Janeiro. Covering a
geographic area that corresponds to 93.5% of the consumer market for
pharmaceutical products in Brazil, Profarma with its specialized and
committed team, aims to be Brazil's largest and most profitable mixed
distributor of pharmaceutical products by delivering consistent and
sustainable results, maintaining low operating costs, strengthening its
competitive advantages and maximizing value for its stockholders. For
more information, go to www.Profarma.com.br.
AmerisourceBergen's Cautionary Note Regarding Forward-Looking
Statements
Certain of the statements contained in this news 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; the loss of one or more key customer
or supplier relationships; the retention of key customer or supplier
relationships under less favorable economics; changes in customer mix;
customer delinquencies, defaults or insolvencies; supplier defaults or
insolvencies; changes in branded and/or generic 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, 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; 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, and the effect of such changes on our
customers; changes in regulatory or clinical medical guidelines and/or
labeling for the pharmaceutical products we distribute, including
certain anemia products; price inflation in branded and generic
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, 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; natural disasters or
other unexpected events that affect our operations; 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) and Item 1 (Business) in the
Company’s Annual Report on Form 10-K for the fiscal year ended September
30, 2013 and elsewhere in that report and (ii) in other reports.
Source: AmerisourceBergen Corporation
AmerisourceBergen Corporation
Barbara Brungess, 610-727-7199
Vice
President, Corporate & Investor Relations
bbrungess@amerisourcebergen.com