VALLEY FORGE, Pa.--(BUSINESS WIRE)--Feb. 24, 2015--
AmerisourceBergen Corporation (NYSE:ABC) today announced the completion
of its acquisition of MWI Veterinary Supply, Inc. (NASDAQ:MWIV).
Following the completion of its successful tender offer to purchase all
outstanding shares of MWI common stock for $190.00 per share in cash,
without interest and less any applicable withholding taxes,
AmerisourceBergen Corporation acquired all remaining MWI shares through
a merger pursuant to Section 251(h) of the General Corporation Law of
the State of Delaware.
“We are pleased to have completed the acquisition of MWI, and we are
very excited to welcome Jim Cleary and his management team to
AmerisourceBergen,” said Steven H. Collis, AmerisourceBergen President
and Chief Executive Officer. “With our combined knowledge of
manufacturer and provider services, our global reach and partnership
philosophy, we will bring the next generation of superior customer
service and innovation to the fast growing animal health industry. The
expertise we have together, along with our individual track records of
driving efficiency, operational excellence, and customer value, give us
great confidence that we can make even greater contributions to the
veterinary and agricultural markets in the years ahead.”
At the effective time of the merger, all remaining shares of MWI common
stock not tendered into the tender offer (other than shares held by MWI,
Roscoe Acquisition Corp. or AmerisourceBergen and shares held by any MWI
stockholder who has properly demanded appraisal rights) were converted
into the right to receive $190.00 in cash, without interest and less any
applicable withholding taxes, which is the same price that was paid in
the tender offer. As a result of the transaction, MWI has become a
wholly owned subsidiary of AmerisourceBergen.
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 $120 billion in annualized revenue, AmerisourceBergen
is headquartered in Valley Forge, PA, and employs approximately 16,000
people. AmerisourceBergen is ranked #28 on the Fortune 500 list. For
more information, go to www.amerisourcebergen.com.
AmerisourceBergen's 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
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; price inflation in branded and
generic pharmaceuticals and price deflation in generics; declining
economic conditions, increased costs of maintaining, or reductions in
AmerisourceBergen's ability to maintain, adequate liquidity and
financing sources, and interest rate and foreign currency exchange rate
fluctuations; 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; volatility and
disruption of the capital and credit markets; economic, business,
competitive and/or regulatory developments in countries where
AmerisourceBergen does business and/or operates outside of the United
States; supplier bankruptcies, insolvencies or other credit failures;
customer bankruptcies, insolvencies or other credit failures; the loss
of one or more key customer or supplier relationships resulting in
changes to the customer or supplier mix; the retention of key customer
or supplier relationships under less favorable economics or the adverse
resolution of any contract or other dispute with customers or suppliers;
risks associated with the strategic, long-term relationship among
Walgreen Boots Alliance, Inc., and AmerisourceBergen, including 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 Boots Alliance, Inc. (the
"Warrants"), an inability to realize anticipated benefits (including
benefits resulting from participation in the Walgreens Boots Alliance
Development GmbH joint venture), AmerisourceBergen's inability to
implement its hedging strategy to mitigate the potentially dilutive
effect of the issuance of its common stock under its special 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;
increasing governmental regulations regarding the pharmaceutical supply
channel; 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; 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; frequent changes to laws and regulations in respect of
healthcare fraud and abuse and the increased scrutiny of the federal
government related thereto; 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; the acquisition of businesses
that do not perform as AmerisourceBergen expects or that are difficult
for it to integrate or control or AmerisourceBergen's inability to
successfully complete any other transaction that it may wish to pursue
from time to time; risks associated with the acquisition of MWI
Veterinary Supply, Inc. ("MWI"), including 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 the acquisition of MWI; 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; risks generally associated
with the sophisticated information systems on which AmerisourceBergen
relies, including significant breakdown or interruption of such systems;
risks generally associated with data privacy regulation and the
international transfer of personal data; 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; 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, 2014 and elsewhere in
that report and (ii) in other reports.
Source: AmerisourceBergen Corporation
AmerisourceBergen Corporation
Barbara Brungess,
610-727-7199
bbrungess@amerisourcebergen.com