VALLEY FORGE, Pa.--(BUSINESS WIRE)--May 22, 2014--
AmerisourceBergen Corporation (NYSE: ABC) (the “Company”) today
announced the closing of its public offering of $600 million aggregate
principal amount of its 1.150% Senior Notes due 2017 and $500 million
aggregate principal amount of its 3.400% Senior Notes due 2024. The
Company also announced it intends to redeem any and all outstanding
aggregate principal amount of its 5 7/8% Senior
Notes due 2015 (CUSIP 03073EAF2 and 03073EAE5) (the “2015 Notes”) on
June 23, 2014 (the “Redemption Date”). The 2015 Notes are expected to be
redeemed at a price based on the remaining scheduled payments of
principal and interest with respect to the 2015 Notes as determined in
accordance with the indenture governing the 2015 Notes, plus accrued and
unpaid interest on the 2015 Notes, if any, to the Redemption Date. The
aggregate principal amount of the 2015 Notes outstanding on May 22, 2014
was $500 million.
The Company has instructed The Bank of New York Mellon, as trustee for
the 2015 Notes, to distribute a notice of redemption to all registered
holders of the 2015 Notes on May 22, 2014. The Company intends to use a
portion of the net proceeds from the closing of its offering to redeem
the 2015 Notes.
The joint book-running managers for the offering are J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Mitsubishi UFJ Securities (USA), Inc.AmerisourceBergen filed a final
prospectus supplement and an accompanying prospectus with the SEC in
connection with the offering of the senior notes. Copies of these
materials can be made available by contacting: J.P. Morgan Securities
LLC at 383 Madison Avenue, New York, New York, 10179, Attention: High
Grade Syndicate Desk, or by telephone at 1-212-834-4533; 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 Mitsubishi UFJ Securities (USA) at 1633 Broadway,
29th Floor, New York, New York, 10029, Attention: Capital Markets Group,
or by telephone at 1-212-405-7440. Electronic copies of the final
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 senior notes, nor shall there be any
sale of the senior 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. In addition, this news release does not constitute a
notice of redemption for any of the 2015 Notes. Holders of the 2015
Notes should refer to the notice of redemption delivered to the
registered holders of the 2015 Notes by The Bank of New York Mellon, as
trustee for the 2015 Notes.
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.
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
AmerisourceBergen’s 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
AmerisourceBergen’s customers; changes in regulatory or clinical medical
guidelines and/or labeling for the pharmaceutical products we
distribute; 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
AmerisourceBergen’s information technology systems; AmerisourceBergen’s
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 in countries where we do business and/or operate
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 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), 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;
AmerisourceBergen’s inability to implement its hedging strategy to
mitigate the potentially dilutive effect of the issuance of shares of
its common stock upon exercise of the Warrants, including its inability
to repurchase shares of its common stock under its new 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; AmerisourceBergen’s
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 AmerisourceBergen’s tax
positions and/or AmerisourceBergen’s tax liabilities or adverse
resolution of challenges to AmerisourceBergen’s tax positions; increased
costs of maintaining, or reductions in AmerisourceBergen’s 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 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, 2013 and elsewhere in that report
and (ii) in other reports.
Source: AmerisourceBergen Corporation
AmerisourceBergen Corporation
Barbara Brungess
Vice
President, Corporate & Investor Relations
610-727-7199
bbrungess@amerisourcebergen.com