-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QZfLD935eOnlAc0Vin9GVnzu+uByModJxeB6EKbTuLH/i1lU/paDjD7e2Fr0MQy3 bgDEw7Pf01KlJwy0m6SReg== 0000950117-03-000314.txt : 20030130 0000950117-03-000314.hdr.sgml : 20030130 20030130143746 ACCESSION NUMBER: 0000950117-03-000314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030115 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICARE INC CENTRAL INDEX KEY: 0000353230 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 311001351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08269 FILM NUMBER: 03531818 BUSINESS ADDRESS: STREET 1: 100 E RIVERCENTER BLVD STREET 2: STE 1600 CITY: COVINGTON STATE: KY ZIP: 41101 BUSINESS PHONE: 6063923300 MAIL ADDRESS: STREET 1: 100 E RIVERCENTER BLVD STREET 2: STE 1600 CITY: COVINGTON STATE: KY ZIP: 41101 8-K 1 a34331.txt OMNICARE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2003 Omnicare, Inc. (Exact name of registrant as specified in its charter) Delaware 1-8269 31-1001351 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 East RiverCenter Boulevard 41011 Covington, Kentucky (Zip Code) (Address of principal executive offices)
(859) 392-3300 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. On January 15, 2003, NCS Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Omnicare, Inc., a Delaware corporation ("Omnicare"), closed its $5.50 per Share (as defined below) cash tender offer (the "Offer") for all of the issued and outstanding shares of class A common stock, par value $0.01 per share ("Class A Common Stock"), and class B common stock, par value $0.01 per share ("Class B Common Stock" and, together with Class A Common Stock, the "Shares") of NCS HealthCare, Inc., a Delaware corporation ("NCS HealthCare"). The Offer expired at 12:00 Midnight, New York City time, on Tuesday, January 14, 2003. Based on information provided to Omnicare by the Bank of New York, the depositary for the Offer, as of the close of business on January 15, 2003, 17,510,126 shares of Class A Common Stock had been validly tendered in the Offer, which represented approximately 94% of the then-outstanding Class A Common Stock and 5,038,996 shares of Class B Common Stock had been validly tendered in the Offer, which represented 100% of the then-outstanding Class B Common Stock. On January 15, 2003, Purchaser accepted all validly tendered Shares for payment. The Offer was made pursuant to an Agreement and Plan of Merger, by and among Omnicare, Purchaser and NCS HealthCare, dated as of December 17, 2002 (the "Merger Agreement"). The description of the transaction contemplated by the Merger Agreement contained in this Item 2, is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The details of the Offer were disclosed in an Offer to Purchase, dated August 8, 2002, as amended by the first Supplement to the Offer to Purchase, dated December 23, 2002, and the second Supplement to the Offer to Purchase, dated January 8, 2003, filed with the Securities and Exchange Commission as Exhibits (a)(1)(A), (a)(1)(HHH) and (a)(1)(YYY), respectively, to Purchaser's Schedule TO-T, as amended. In accordance with the Merger Agreement, on January 16, 2003, Purchaser was merged (the "Merger") with and into NCS HealthCare with NCS HealthCare surviving and becoming a wholly owned subsidiary of Omnicare. In the Merger, all Shares not tendered in the Offer were converted into the right to receive the same consideration per Share paid in the Offer, unless such holders of such Shares properly exercise their appraisal rights under Delaware law. On the same date, the Class A Common Stock was delisted from the Over-The-Counter Bulletin Board and is no longer publicly traded. On January 16, 2003, Omnicare issued a press release announcing consummation of the Merger, the full text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to an order of the Chancery Court of the State of Delaware (the "Chancery Court"), issued on January 6, 2003 (the "Order"), and a letter agreement by and among Omnicare, Purchaser and NCS HealthCare, dated as of January 5, 2003 (the "Letter Agreement"), Omnicare and Purchaser paid the $5.50 per Share consideration as follows: (i) NCS HealthCare stockholders received $5.149 per Share in cash in the Offer and the Merger, as applicable, and (ii) Omnicare has deposited $0.351 in cash for each Share acquired in the Offer and the Merger (as well as each "in-the-money" option to acquire Shares) into an interest-bearing escrow account pending the Chancery Court's determination as to the NCS HealthCare stockholder-plaintiffs' application for attorneys' fees and expenses. Following such 2 determination, holders of Shares acquired in the Offer and the Merger (including holders of "in-the-money" options to acquire Shares) will receive the amount per Share, if any, remaining in the escrow account, including any interest on such amount, after payment of the stockholder-plaintiffs' attorneys' fees and expenses (in accordance with the Chancery Court's order) and expenses relating to the establishment of the escrow account. Copies of the Order and the Letter Agreement were previously filed with the SEC as Exhibits (a)(1)(EEEE) and (d)(3), respectively, to Purchaser's Schedule TO-T, as amended. Omnicare paid approximately $144.0 million to acquire the Shares in the Offer and the Merger (including "in the money" options to acquire Shares) and approximately $325.5 million to repay and redeem NCS HealthCare's outstanding debt. Omnicare financed the acquisition with available cash, working capital and its three-year, $500.0 million Credit Agreement, dated as of March 20, 2001, among Omnicare, as the Borrower, the Guarantors named therein, and the lenders named therein, as the Lenders, Lehman Commercial Paper Inc., as a Syndication Agent, SunTrust Bank, as a Documentation Agent, Deutsche Banc Alex. Brown Inc., as a Documentation Agent, Banc One Capital Markets, Inc., as Joint Lead Arranger and Sole Book Runner, UBS Warburg LLC, as Joint Lead Arranger and Syndication Agent, and Bank One, NA, with its main office in Chicago, Illinois, as the Administrative Agent. NCS HealthCare, headquartered in Cleveland, Ohio, provides pharmaceutical and related services to long-term care facilities, including skilled nursing centers, assisted living facilities and hospitals. In addition, its Rescot Systems Group provides software solutions specifically designed for the long-term care pharmacy market. NCS HealthCare serves approximately 199,000 residents of long-term care facilities in 33 states and manages hospital pharmacies in 10 states. The NCS HealthCare business being acquired is currently generating revenues at the annualized rate of approximately $635 million. Omnicare intends to continue to use the acquired assets for the same general purpose as used by NCS HealthCare. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements: Required historical financial statements of NCS HealthCare will be filed by amendment to this Current Report on Form 8-K within 60 days of the filing of this Current Report on Form 8-K. (b) Pro Forma Financial Information: Required pro forma financial information giving effect to the acquisition of NCS HealthCare will be filed by amendment to this Current Report on Form 8-K within 60 days of the filing of this Current Report on Form 8-K. (c) Exhibits: 2.1 Agreement and Plan of Merger, by and among Omnicare, Inc., NCS Acquisition Corp. and NCS HealthCare, Inc., dated as of December 17, 2002 (incorporated herein by reference to Exhibit (d)(2) to NCS Acquisition Corp.'s Schedule TO-T,
3 as amended and filed with the Securities and Exchange Commission on December 18, 2002). 99.1 Press Release issued by Omnicare, Inc. on January 16, 2003.
4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OMNICARE, INC. By: /s/ David W. Froesel, Jr. ---------------------------------------- David W. Froesel, Jr. Senior Vice President and Chief Financial Officer Dated: January 30, 2003 5 EXHIBIT INDEX
Exhibit Number Description of Exhibit -------------- ---------------------- 2.1 Agreement and Plan of Merger, by and among Omnicare, Inc., NCS Acquisition Corp. and NCS HealthCare, Inc., dated as of December 17, 2002 (incorporated herein by reference to Exhibit (d)(2) to NCS Acquisition Corp.'s Schedule TO-T, as amended and filed with the Securities and Exchange Commission on December 18, 2002). 99.1 Press Release issued by Omnicare, Inc. on January 16, 2003.
6 STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as ............. 'r' EX-99 3 ex99.txt EXHIBIT 99 Exhibit 99.1 [LETTERHEAD OF OMNICARE, INC.] Omnicare news release - -------------------------------------------------------------------------------- CONTACT: Cheryl D. Hodges (859) 392-3331 Omnicare Completes Acquisition of NCS HealthCare COVINGTON, Ky., January 16, 2003 - Omnicare, Inc. (NYSE: OCR) announced today that it has completed the acquisition of NCS HealthCare, Inc. (NCSS.OB), the fourth largest institutional pharmacy provider in the United States. On December 18, 2002, Omnicare announced that it had executed a definitive agreement to acquire NCS for $5.50 per share in cash and the repayment of NCS debt. The transaction has an enterprise value of approximately $460 million. The transaction significantly expands Omnicare's presence in the long-term care market, increasing the number of residents served by Omnicare by 27 percent to approximately 945,000 and annualized revenues by 24 percent to approximately $3.3 billion. Given the anticipated realization of economies of scale and cost synergies from the acquisition, it will be accretive to Omnicare's fully diluted per share earnings in 2003 and beyond. NCS, headquartered in Cleveland, Ohio, provides pharmaceutical and related services to long-term care facilities, including skilled nursing centers, assisted living facilities and hospitals. In addition, its Rescot Systems Group provides software solutions specifically designed for the long-term care pharmacy market. NCS serves approximately 199,000 residents of long-term care facilities in 33 states and manages hospital pharmacies in 10 states. The NCS business being acquired is currently generating revenues at the annualized rate of approximately $635 million. "We are very pleased by the addition of NCS," said Joel F. Gemunder, Omnicare president and CEO. "It is an important transaction with a number of strategic and financial benefits that will create substantial value for all of Omnicare's stakeholders. The acquisition of NCS will generate economies of scale and operational efficiencies while broadening Omnicare's geographic reach. Moreover, NCS has developed impressive information technology and services. That, combined with our unmatched -more- -2- clinical expertise and advanced programs, including our proprietary formulary, the Omnicare Geriatric Pharmaceutical Care Guidelines'r', and health management programs, will benefit client facilities of both organizations and the residents we serve. Our pooled resources will provide unparalleled opportunities to develop new and innovative approaches to enhancing pharmaceutical care for the elderly in a cost-effective manner." "We are pleased to have reached the successful completion of our restructuring process. This transaction delivers significant value to all stakeholders of NCS," said Jon H. Outcalt, NCS Chairman. "NCS is committed to working closely with Omnicare's management team to ensure a rapid and seamless integration and, backed by the resources of Omnicare, an enhanced focus on providing the highest quality of care for our customers." Omnicare will host a conference call to discuss the NCS acquisition today, January 16, at 11:00 a.m. EST. Those interested may access a live audio broadcast of the call via webcast. The webcast can be accessed at http://www.firstcallevents.com/service/ajwz372309974gf12.html or via the Investor Relations site at www.omnicare.com. A replay of the broadcast will also be available for the next 14 days on the company's Web site or by calling 1-800-642-1687 (United States and Canada) or (706) 645-9291 (international) and referencing confirmation code number 760-6258. Omnicare, based in Covington, Kentucky, is a leading provider of pharmaceutical care for the elderly. Including the acquisition of NCS, Omnicare now serves approximately 945,000 residents in long-term care facilities in 47 states, making it the nation's largest provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers. Omnicare also provides clinical research services for the pharmaceutical and biotechnology industries in 28 countries worldwide. For more information, visit the company's Web site at http://www.omnicare.com. Statements in this press release concerning the transaction value of the NCS acquisition; Omnicare's business outlook or position or future economic performance; the expected benefits from the NCS acquisition, including economies of scale, operational efficiencies and cost synergies, and its impact on Omnicare's revenues and earnings, residents served and geographic reach; the functionality of Rescot software; the benefits that the transaction brings to the stakeholders of Omnicare and NCS; the benefits to customers and residents served; and the timing and ability to integrate the two companies, together with other statements that are not historical, are forward-looking statements that are estimates reflecting the best judgment of Omnicare based on currently available information. Such forward-looking statements involve actual known and unknown risks, uncertainties, contingencies and other factors that could cause actual results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of Omnicare, include overall economic, financial and business conditions; trends for the continued growth of the businesses of Omnicare; the realization of anticipated revenues, economies of scale, cost synergies and profitability; the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits; the impact and pace of pharmaceutical price increases; delays and further -more- reductions in governmental reimbursement to customers and to Omnicare as a result of pressure on federal and state budgets due to the continuing economic downturn and other factors; the overall financial condition of Omnicare's customers; Omnicare's ability to assess and react to the financial condition of its customers; the impact of seasonality on the business of Omnicare; the ability of vendors to continue to provide products and services to Omnicare; the continued successful integration of Omnicare's clinical research business and acquired companies, including NCS, and the ability to realize anticipated economies of scale and cost synergies; pricing and other competitive factors in the industry; increases or decreases in reimbursement; the effect of new government regulations, executive orders and/or legislative initiatives, including those relating to reimbursement and drug pricing policies and changes in the interpretation and application of such policies; government budgetary pressures and shifting priorities; efforts by payors to control costs; the outcome of litigation; the failure of Omnicare to obtain or maintain required regulatory approvals or licenses; loss or delay of contracts pertaining to Omnicare's contract research organization business for regulatory or other reasons; the ability of clinical research projects to produce revenues in future periods; the ability to attract and retain needed management; the impact and pace of technological advances; the ability to obtain or maintain rights to data, technology and other intellectual property; the impact of consolidation in the pharmaceutical and long-term care industries; volatility in the market for Omnicare's stock, the stock of NCS and in the financial markets generally; access to capital and financing; the demand for Omnicare's products and services; variations in costs or expenses; the continued availability of suitable acquisition candidates; changes in tax law and regulation; changes in accounting rules and standards; and other risks and uncertainties described in Omnicare's reports and filings with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----