VALLEY FORGE, Pa.--(BUSINESS WIRE)--Jan. 26, 2015--
AmerisourceBergen (NYSE:ABC) today announced that it has commenced a
tender offer to purchase all outstanding shares of MWI Veterinary
Supply, Inc. (NASDAQ:MWIV) for $190.00 per share, net to the seller in
cash, without interest, less any applicable withholding taxes. The
tender offer is being made pursuant to the merger agreement entered into
by AmerisourceBergen and MWI and announced on January 12, 2015.
Unless extended, the tender offer will expire at 11:59 p.m., New York
City time, on February 23, 2015. The completion of the tender offer is
subject to the tender of at least a majority of MWI’s outstanding shares
of common stock (on a fully diluted basis) and other customary closing
conditions, including the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
AmerisourceBergen will today file with the U.S. Securities and Exchange
Commission (“SEC”) a tender offer statement on Schedule TO which sets
forth in detail the terms of the tender offer. Additionally, MWI will
file with the SEC a solicitation/recommendation statement on Schedule
14D-9 that includes the unanimous recommendation of MWI’s board of
directors that MWI stockholders accept the tender offer and tender their
MWI shares.
The Information Agent for the tender offer is Georgeson Inc. MWI
stockholders who need additional copies of the Offer to Purchase, Letter
of Transmittal or related materials or who have questions regarding the
tender offer should contact the Information Agent toll-free at (866)
277-8239 or contact via e-mail at MWIV@georgeson.com.
Computershare Trust Company, N.A. is acting as depositary for the tender
offer. BofA Merrill Lynch is acting as dealer manager for the tender
offer, and Cravath, Swaine & Moore LLP is acting as legal counsel to
AmerisourceBergen.
About MWI Veterinary Supply
MWI Veterinary Supply, Inc. is a leading distributor of animal health
products across the United States of America and United Kingdom. MWI
sells more than 50,000 products, of which over 25,000 are stocked in its
distribution centers, sourced from nearly 1,000 vendors. Products MWI
sells include pharmaceuticals, vaccines, parasiticides, diagnostics,
capital equipment, supplies, veterinary pet food and nutritional
products. MWI markets these products to its customers in both the
companion animal and production animal markets, and also offers its
customers a variety of value-added services, including on-line ordering
via its e-commerce platform, technology management systems, pharmacy
fulfillment, inventory management system, equipment procurement
consultation and special order fulfillment.
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 nearly $120 billion in annual revenue, AmerisourceBergen
is headquartered in Valley Forge, PA, and employs approximately 14,000
people. AmerisourceBergen is ranked #28 on the Fortune 500 list. For
more information, go to www.amerisourcebergen.com.
Forward-Looking Statements
This communication may contain forward-looking statements concerning
AmerisourceBergen, MWI and the proposed transaction, which describe or
are based on current expectations. Actual results may differ materially
from these expectations. Any statements that are not historical fact
(including statements containing the words "believes," "plans,"
"anticipates," "expects," "estimates," "will," and similar expressions)
should also be considered to be forward-looking statements. Such
forward-looking statements include 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 a transaction with MWI and the ability of AmerisourceBergen
and MWI 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 tender offer and the
subsequent merger; the possibility that various conditions to the
consummation of the tender offer or the merger may not be satisfied or
waived; the effects of disruption from the transactions on the
respective businesses of AmerisourceBergen and MWI 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; other risks and uncertainties pertaining to the
respective businesses of AmerisourceBergen and MWI detailed in their
respective filings with the SEC from time to time. Forward-looking
statements in this document should be evaluated together with the many
uncertainties that affect the respective businesses of AmerisourceBergen
and MWI, particularly those mentioned in the risk factors and other
cautionary statements in each parties’ respective 2014 Annual Report on
Form 10-K and in other reports filed with the SEC. The reader is
cautioned not to rely unduly on these forward-looking statements.
AmerisourceBergen and MWI expressly disclaim 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.
Additional Information
This communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of MWI
common stock. AmerisourceBergen will file with the SEC a tender offer
statement on Schedule TO regarding the tender offer described herein,
and MWI will file with the SEC a solicitation/recommendation statement
on Schedule 14D-9 regarding such tender offer. MWI’s stockholders are
strongly advised to read these tender offer materials, as well as any
other documents relating to the tender offer and the associated
transactions that are filed with the SEC, carefully and in their
entirety when they become available, as they may be amended from time to
time, because they will contain important information about the tender
offer that MWI’s stockholders should consider prior to making any
decisions with respect to the tender offer. Once filed, stockholders
of MWI will be able to obtain a free copy of these documents at the
website maintained by the SEC at www.sec.gov,
by directing a request to AmerisourceBergen at Investor Relations,
AmerisourceBergen, 1300 Morris Drive, Chesterbrook, PA 19087 or from MWI
at www.mwivet.com.
Source: AmerisourceBergen
AmerisourceBergen
Barbara Brungess
Vice President,
Corporate & Investor Relations
610-727-7199
bbrungess@amerisourcebergen.com
or
MWI
Veterinary Supply
Mary Pat Thompson
Senior Vice
President of Finance and Administration, and CFO
208-955-8930
mthompson@mwivet.com