Summary of Transaction:
-- The combination is a tax-free transaction resulting in
AmerisourceBergen and Kindred stockholders each holding
approximately 50 percent of the shares of PharMerica
Corporation or PharMerica.
-- In connection with the transaction, the institutional pharmacy
businesses of AmerisourceBergen and Kindred, PharMerica
Long-Term Care, Inc., or PharMerica LTC, and Kindred Pharmacy
Services, Inc., or KPS, respectively, each made a one-time
tax-free cash distribution of $125 million to their respective
parent companies.
-- PharMerica LTC and KPS funded the distributions by borrowing
$125 million each for a total of $250 million of new debt.
PharMerica assumed and repaid this debt as part of the
transaction. In connection with the transaction, PharMerica
entered into a new senior secured credit facility (consisting
of a $275 million term loan facility and a $100 million
revolving credit facility) to refinance the initial financings
entered into by PharMerica LTC and KPS and provide PharMerica
with sufficient cash for operations. As a result of the
distributions and transaction costs associated with the
transaction, PharMerica has approximately $295 million of
outstanding indebtedness after the closing of the transaction.
-- AmerisourceBergen will continue to provide pharmaceutical
distribution to PharMerica. Kindred will provide information
systems support and some administrative support services to
PharMerica for a period of time.
-- Additional information on PharMerica is available in its
registration statement on Form S-4/S-1 located at www.sec.gov
and on its website www.pharmerica.com.
"PharMerica's goal is to be the nation's leading provider of
institutional pharmacy programs and services," said Gregory S.
Weishar, PharMerica Chief Executive Officer. "By providing quality,
innovative pharmacy services we will be able to create value for our
customers, patients, employees and stockholders."
About PharMerica Corporation
PharMerica Corporation is an institutional pharmacy services
provider dedicated to providing quality customer service and
innovative pharmacy solutions to institutional customers and patients
in long-term care settings. PharMerica is a public company formed
through the combination of the institutional pharmacy business of
national healthcare services company Kindred Healthcare, Inc. and
pharmaceutical services company AmerisourceBergen Corporation. As a
result of this combination, PharMerica ranks as an industry-leading
U.S. provider of institutional pharmacy services in terms of annual
revenues. Headquartered in Louisville, Kentucky, PharMerica operates
more than 120 institutional pharmacies in over 40 states that serve
approximately 310,000 beds for patients of long-term facilities.
PharMerica has approximately 5,500 employees nationwide. For more
information, go to www.pharmerica.com.
Information related to the transaction and business combination is
available in the amended Form S-4/S-1 Registration Statement filed
with the Securities and Exchange Commission by PharMerica Corporation
on July 13, 2007, available at http://www.sec.gov.
PharMerica Forward-Looking Statements
This press release contains forward-looking statements, including
statements regarding PharMerica's goal to be the nation's leading
provider of institutional pharmacy programs and services and the
creation of value for PharMerica's customers, patient, employees and
stockholders by providing quality, innovative pharmacy services, that
are based on current expectations, estimates, PharMerica's beliefs and
assumptions. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," and "estimates" and variations of these
words and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of
which are beyond PharMerica's control and difficult to predict and
could cause actual results to differ materially from those expressed
or implied in the forward-looking statements.
Although PharMerica believes that the assumptions on which these
forward-looking statements are based are reasonable, any of those
assumptions could prove to be inaccurate, and as a result, the
forward-looking statements based on those assumptions also could be
inaccurate. In light of these and other uncertainties, the inclusion
of a forward-looking statement in this press release should not be
regarded as a representation by PharMerica that its plans and
objectives will be achieved. You should not place undue reliance on
these forward-looking statements. Factors which could cause
PharMerica's actual results to be materially different from those
expressed in or implied by the forward-looking statements PharMerica
makes are set forth under the captions "Cautionary Statements
Regarding Forward-Looking Statements" and "Risk Factors" in
PharMerica's registration statement on Form S-4/S-1 filed with the
Securities and Exchange Commission. The information and the
forward-looking statements in this press release are as of the date of
this press release and PharMerica undertakes no obligation to update
this information as the result of subsequent events or developments,
other than as required by law.
About AmerisourceBergen
AmerisourceBergen (NYSE:ABC) is one of the world's largest
pharmaceutical services companies serving the United States, Canada
and selected global markets. Servicing both pharmaceutical
manufacturers and healthcare providers in the pharmaceutical supply
channel, the Company provides drug distribution and related services
designed to reduce costs and improve patient outcomes.
AmerisourceBergen's service solutions range from pharmacy automation
and pharmaceutical packaging to reimbursement and pharmaceutical
consulting services. With more than $64 billion in annual revenue,
AmerisourceBergen is headquartered in Valley Forge, PA, and employs
more than 11,500 people. AmerisourceBergen is ranked #29 on the
Fortune 500 list. For more information, go to
www.amerisourcebergen.com.
About Kindred Healthcare
Kindred Healthcare, Inc. (NYSE:KND) is a Fortune 500 healthcare
services company, based in Louisville, Kentucky, with annual revenues
of $4.2 billion that provides services in approximately 560 locations
in 39 states. Kindred through its subsidiaries operates long-term
acute care hospitals, skilled nursing centers and a contract
rehabilitation services business, Peoplefirst Rehabilitation Services,
across the United States. Kindred's 51,000 employees are committed to
providing high quality patient care and outstanding customer service
to become the most trusted and respected provider of healthcare
services in every community we serve. For more information, go to
www.kindredhealthcare.com.
SOURCE: AmerisourceBergen Corporation
For AmerisourceBergen:
Michael N. Kilpatric
Vice President, Corporate &
Investor Relations
610-727-7118
or
For PharMerica:
Michael J. Culotta
Chief Financial
Officer
502-627-7475
or
For Kindred Healthcare:
Susan E. Moss
Vice President of
Corporate Communications
502-596-7296