VALLEY FORGE, Pa. & LAKE FOREST, Ill.--(BUSINESS WIRE)--Oct. 6, 2015--
AmerisourceBergen (NYSE:ABC) today announced that it has signed a
definitive agreement to purchase PharMEDium Healthcare Holdings, Inc.,
the privately held leading national provider of outsourced compounded
sterile preparations (CSPs) to acute care hospitals in the United
States, from Clayton, Dubilier & Rice for $2.575 billion in cash,
subject to certain adjustments and on a cash-free, debt-free basis. The
acquisition is expected to be $0.22 to $0.26 accretive to the Company’s
adjusted earnings per share in fiscal 2016 on a net basis, and is
expected to generate approximately $30 million in synergies by fiscal
2018. The transaction is subject to regulatory review and other
customary closing conditions, and is expected to close in the first
quarter of fiscal 2016, which ends December 31, 2015. This acquisition
was not contemplated in the previous guidance the Company gave for
adjusted earnings per share growth in fiscal 2016 in the low teens range
on a percentage basis. Therefore, upon closing, the contribution from
the acquisition will be incremental to our previous expectations.
PharMEDium is the premier provider of customized outsourced CSPs that
meet specific hospital and physician clinical needs and quality
standards in formulations that are not otherwise commercially available.
PharMEDium will become a part of AmerisourceBergen Drug Corporation.
“The acquisition of PharMEDium strengthens our core business and
meaningfully expands our innovative service offerings for health
systems,” said Steven H. Collis, AmerisourceBergen President and Chief
Executive Officer. “PharMEDium’s impressive track record of growth and
proven ability to consistently deliver high quality CSPs in key
therapeutic areas make them the undisputed leader in an important growth
area of the U.S. healthcare market. PharMEDium is a compelling addition
to our business, which allows us to provide differentiated offerings and
further increases our ability to drive both value and efficiency for our
health systems customers in a way that enhances patient safety and helps
improve patient outcomes.”
“We are excited about this transaction, which brings together two great
brands built on the same strong foundation of patient safety and
quality, service excellence and value to our customers,” said William R.
Spalding, PharMEDium Chief Executive Officer. “We are confident in our
ability to leverage the depth and breadth of the AmerisourceBergen
organization to further enhance the efficiency and effectiveness of our
hospital pharmacy CSP services and solutions.”
PharMEDium delivers “sterile to sterile” CSPs in a ready to use form
with enhanced safety, labeling, sterility assurance, and extended
expiration dating supported by appropriate studies that often exceeds
what hospital pharmacies can accomplish on their own. The CSPs are
prepared in state-of-the-art, FDA and state board of pharmacy inspected
facilities, using only FDA-approved or allowed drugs in finished dosage
form and FDA-approved diluents and FDA-cleared containers. PharMEDium
maintains 4 compounding facilities, provides a broad range of 2,000 SKUs
and serves over 3,000 hospital customers across all 50 states.
Morgan Stanley & Co. LLC acted as financial advisor, and Cravath, Swaine
& Moore LLP provided legal counsel to AmerisourceBergen. J.P. Morgan
Securities LLC and Credit Suisse acted as financial advisors, and
Debevoise & Plimpton LLP and K&L Gates LLP provided legal counsel to
PharMEDium.
AmerisourceBergen will host a conference call October 6, 2015 at 8:30 am
Eastern time to discuss the transaction. The conference call can be
accessed by dialing (612) 288-0340. No access code is required. The live
call can also be accessed via a webcast provided on the Investors pages
at www.amerisourcebergen.com.
The webcast will be archived on the site for at least 30 days. A
telephone replay will be available for 7 days by dialing 800-475-6701 or
320-365-3844, and entering access code 370643.
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 in human medicine and animal health. With over $120 billion in
annual revenue, AmerisourceBergen is headquartered in Valley Forge, PA,
and employs approximately 16,000 people. AmerisourceBergen is ranked #16
on the Fortune 500 list. For more information, go to www.amerisourcebergen.com.
About Clayton, Dubilier & Rice
Founded in 1978, Clayton, Dubilier & Rice is a private investment firm
with a strategy predicated on building stronger, more profitable
businesses. Since inception, CD&R has managed the investment of $21
billion in 65 businesses with an aggregate transaction value of
approximately $100 billion. In addition to PharMEDium, recent healthcare
investments include AssuraMed, Envision Healthcare, Healogics and Vets
First Choice. To learn more about CD&R, please visit www.cdr-inc.com.
About PharMEDium
PharMEDium is the nation’s leading provider of compounded sterile
preparations. PharMEDium's complete and total commitment to advancing
patient safety is embodied through first-in-class labeling, packaging
and cutting-edge bar code scanning technology designed to help reduce
the potential for medication errors. Founded in 2003, PharMEDium serves
over 3,000 acute care hospitals nationwide through four centers located
in Tennessee, Mississippi, Texas and New Jersey. PharMEDium's
state-of-the-art 503B Outsourcing Facilities are registered with the FDA
and licensed by the states. Highly trained and qualified personnel
adhere to rigorous quality standards and applicable cGMPs using only
FDA-approved or allowed sterile drugs and FDA-cleared sterile containers
in its preparations. As a trusted partner to its hospital customers,
PharMEDium reliably and consistently meets their need for customized,
ready to use admixtures essential to their on-going operations. For more
information, please visit www.pharmedium.com.
AmerisourceBergen's Cautionary Note Regarding Forward-Looking
Statements
Certain 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. Such forward-looking statements
include the anticipated changes in the business environment in which
AmerisourceBergen operates and in AmerisourceBergen's future operating
results relating to the potential benefits of a transaction with
PharMEDium Healthcare Holding, Inc. (PharMEDium) and the ability of
AmerisourceBergen and PharMEDium to complete the transactions
contemplated by the Merger Agreement, including the parties’ ability to
satisfy the conditions to the transaction set forth in the Merger
Agreement. Actual results may differ materially from current
expectations because of risks associated with uncertainties as to the
timing of the Merger; the possibility that various conditions to the
consummation of the Merger may not be satisfied or waived; the effects
of disruption from the transactions on the respective businesses of
AmerisourceBergen and PharMEDium and the fact that the announcement and
pendency of the transactions may make it more difficult to establish or
maintain relationships with employees, suppliers and other business
partners; and other risks and uncertainties pertaining to the business
of AmerisourceBergen detailed in its filings with the Securities and
Exchange Commission (the “SEC”) from time to time. Forward-looking
statements in this document should be evaluated together with the many
uncertainties that affect AmerisourceBergen’s businesses, particularly
those mentioned in the risk factors and other cautionary statements in
AmerisourceBergen’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2014 and in AmerisourceBergen’s other reports filed with
the SEC. The reader is cautioned not to rely unduly on these
forward-looking statements. AmerisourceBergen expressly disclaims any
intent or obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151006005893/en/
Source: AmerisourceBergen
AmerisourceBergen
Barbara Brungess, 610-727-7199
Vice
President, Corporate & Investor Relations
bbrungess@amerisourcebergen.com
or
PharMEDium
Amy
Langan, 847-457-2327
Vice President, Marketing
alangan@pharmedium.com