VALLEY FORGE, Pa.--(BUSINESS WIRE)--Nov. 29, 2017--
AmerisourceBergen Corporation (NYSE: ABC) today announced that it priced
$750 million aggregate principal amount of its 3.45% Senior Notes due
December 15, 2027 (the “2027 Notes”) and $500 million aggregate
principal amount of its 4.30% Senior Notes due December 15, 2047 (the
“2047 Notes” and, together with the 2027 Notes, the “Notes”), in an
underwritten registered public offering. The offering is being made
pursuant to an effective shelf registration statement AmerisourceBergen
filed with the Securities and Exchange Commission (the “SEC”) on
November 24, 2015. The offering is expected to close on December 4,
2017, subject to customary closing conditions. AmerisourceBergen intends
to use the net proceeds from the offering to finance the previously
disclosed proposed acquisition (the “Acquisition”) of H. D. Smith and
related fees and expenses, to redeem all of its 4 7/8% Senior Notes due
November 15, 2019 and for general corporate purposes. The offering is
not contingent on the consummation of the Acquisition which, if
completed, will occur subsequent to the closing of the offering. In the
event that the Acquisition is not completed on or before May 20, 2018,
or, if prior to such time, the acquisition agreement is terminated,
other than in connection with the consummation of the Acquisition, and
is not otherwise amended or replaced, then the 2047 Notes are subject to
mandatory redemption, in whole but not in part, at a redemption price
equal to 101% of the aggregate principal amount of the 2047 Notes, plus
accrued and unpaid interest to, but not including, the redemption date.
The Notes offering is expected to close prior to the consummation of the
Acquisition.
The joint book-running managers for the offering are Citigroup Global
Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated. Earlier today, AmerisourceBergen filed a
preliminary prospectus supplement and an accompanying prospectus with
the SEC in connection with the offering of the Notes. Copies of these
materials can be made available by contacting: Citigroup Global Markets
Inc., c/o Broadridge Financial Services, 1155 Long Island Avenue,
Edgewood, NY 11717 or by telephone at 1-800-831-9146; 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;
or Merrill Lynch, Pierce, Fenner & Smith Incorporated at NC1-004-03-43,
200 North College Street, 3rd Floor, Charlotte, NC 28255-0001
Attention: Prospectus Department or by telephone at 1-800-294-1322.
Electronic copies of the preliminary 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 Notes, nor shall there be any sale
of the 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.
About AmerisourceBergen
AmerisourceBergen provides pharmaceutical products, value-driving
services and business solutions that improve access to care. Tens of
thousands of healthcare providers, veterinary practices and livestock
producers trust us as their partner in the pharmaceutical supply chain.
Global manufacturers depend on us for services that drive commercial
success for their products. Through our daily work—and powered by our
20,000 associates—we are united in our responsibility to create
healthier futures. AmerisourceBergen is ranked #11 on the Fortune 500,
with more than $150 billion in annual revenue. The company is
headquartered in Valley Forge, Pa. and has a presence in 50+ countries.
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: unfavorable trends
in brand and generic pharmaceutical pricing, including in rate or
frequency of price inflation or deflation; competition and industry
consolidation of both customers and suppliers resulting in increasing
pressure to reduce prices for our products and services; changes in
pharmaceutical market growth rates; changes in the United States
healthcare and regulatory environment, including changes that could
impact prescription drug reimbursement under Medicare and Medicaid;
increasing governmental regulations regarding the pharmaceutical supply
channel and pharmaceutical compounding; declining reimbursement rates
for pharmaceuticals; federal and state government enforcement
initiatives to detect and prevent suspicious orders of controlled
substances and the diversion of controlled substances; increased public
concern over the abuse of opioid medications; prosecution or suit by
federal, state and other governmental entities of alleged violations of
laws and regulations regarding controlled substances, and any related
disputes, including shareholder derivative lawsuits; increased federal
scrutiny and litigation, including qui tam litigation, for alleged
violations of laws and regulations governing the marketing, sale,
purchase and/or dispensing of pharmaceutical products or services, and
associated reserves and costs, including the reserve recorded in
connection with the proceedings with the United States Attorney’s Office
for the Eastern District of New York; material adverse resolution of
pending legal proceedings; 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; changes to
customer or supplier payment terms; risks associated with the strategic,
long-term relationship between Walgreens Boots Alliance, Inc. and the
Company, including principally with respect to the pharmaceutical
distribution agreement and/or the global generic purchasing services
arrangement; changes in tax laws or legislative initiatives that could
adversely affect the Company’s tax positions and/or the Company’s tax
liabilities or adverse resolution of challenges to the Company’s tax
positions; regulatory action in connection with the production, labeling
or packaging of products compounded by our compounded sterile
preparations (CSP) business; failure to realize the expected benefits
from our reorganization and other business process initiatives; managing
foreign expansion, including non-compliance with the U.S. Foreign
Corrupt Practices Act, anti-bribery laws and economic sanctions and
import laws and regulations; declining economic conditions in the United
States and abroad; financial market volatility and disruption;
substantial defaults in payment, material reduction in purchases by or
the loss, bankruptcy or insolvency of a major customer; the loss,
bankruptcy or insolvency of a major supplier; changes to the customer or
supplier mix; malfunction, failure or breach of sophisticated
information systems to operate as designed; risks generally associated
with data privacy regulation and the international transfer of personal
data; natural disasters or other unexpected events that affect the
Company’s operations; the impairment of goodwill or other intangible
assets, resulting in a charge to earnings; the acquisition of businesses
that do not perform as expected, or that are difficult to integrate or
control, including the integration of H. D. Smith and PharMEDium, or the
inability to capture all of the anticipated synergies related thereto or
to capture the anticipated synergies within the expected time period;
risks associated with uncertainties as to the timing and completion of
the acquisition of H. D. Smith, including relating to the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals for the proposed transaction that could reduce
anticipated benefits or cause the parties to abandon the transaction;
the possibility that various conditions to the consummation of the
acquisition of H. D. Smith may not be satisfied or waived; the effects
of disruption from the transactions on the respective businesses of the
Company and H. D. Smith and the fact that the announcement and pendency
of the transactions may make it more difficult to establish or maintain
relationships with employees, suppliers, customers and other business
partners; the disruption of the Company’s cash flow and ability to
return value to its stockholders in accordance with its past practices;
interest rate and foreign currency exchange rate fluctuations; and other
economic, business, competitive, legal, tax, regulatory and/or
operational factors affecting the Company’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) in the Company’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2017
and elsewhere in that report and (ii) in other reports filed by the
Company pursuant to the Securities Exchange Act.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171129006305/en/
Source: AmerisourceBergen Corporation
AmerisourceBergen Corporation
Keri P. Mattox
Vice
President, Corporate & Investor Relations
610-576-7801
kmattox@amerisourcebergen.com
or
Bennett
Murphy
Director, Corporate & Investor Relations
610-727-3693
bmurphy@amerisourcebergen.com