EX-99.2
2
ex99-2.htm
PRESS RELEASE
ex99-2.htm
Exhibit 99.2
AmerisourceBergen Corporation
P.O. Box 959
Valley Forge, PA 19482
Contact:
Barbara Brungess
610-727-7199
bbrungess@amerisourcebergen.com
AmerisourceBergen Completes Acquisition
of MWI Veterinary Supply, Inc.
VALLEY FORGE, PA, February 24, 2015-
AmerisourceBergen Corporation (NYSE:ABC) today announced the completion of its acquisition of MWI Veterinary Supply, Inc. (NASDAQ: MWIV). Following the completion of its successful tender offer to purchase all outstanding shares of MWI common stock for $190.00 per share in cash, without interest and less any applicable withholding taxes, AmerisourceBergen Corporation acquired all remaining MWI shares through a merger pursuant to Section 251(h) of the General Corporation Law of the State of Delaware.
"We are pleased to have completed the acquisition of MWI, and we are very excited to welcome Jim Cleary and his management team to AmerisourceBergen", said Steven H. Collis, AmerisourceBergen President and Chief Executive Officer. "With our combined knowledge of manufacturer and provider services, our global reach and partnership philosophy, we will bring the next generation of superior customer service and innovation to the fast growing animal health industry. The expertise we have together, along with our individual track records of driving efficiency, operational excellence, and customer value, give us great confidence that we can make even greater contributions to the veterinary and agricultural markets in the years ahead".
At the effective time of the merger, all remaining shares of MWI common stock not tendered into the tender offer (other than shares held by MWI, Roscoe Acquisition Corp. or AmerisourceBergen and shares held by any MWI stockholder who has properly demanded appraisal rights) were converted into the right to receive $190.00 in cash, without interest and less any applicable withholding taxes, which is the same price that was paid in the tender offer. As a result of the transaction, MWI has become a wholly owned subsidiary of AmerisourceBergen.
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 over $120 billion in annualized revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs approximately 16,000 people. AmerisourceBergen is ranked #28 on the Fortune 500 list. For more information, go to www.amerisourcebergen.com.
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: changes in pharmaceutical market growth rates; price inflation in branded and generic pharmaceuticals and price deflation in generics; declining economic conditions, increased costs of maintaining, or reductions in AmerisourceBergen's ability to maintain, adequate liquidity and financing sources, and interest rate and foreign currency exchange rate fluctuations; the disruption of AmerisourceBergen's cash flow and ability to return value to its stockholders in accordance with its past practices, disruption of or changes in vendor, payer and customer relationships and terms, and the reduction of AmerisourceBergen's operational, strategic or financial flexibility; volatility and disruption of the capital and credit markets; economic, business, competitive and/or regulatory developments in countries where AmerisourceBergen does business and/or operates outside of the United States; supplier bankruptcies, insolvencies or other credit failures; customer bankruptcies, insolvencies or other credit failures; the loss of one or more key customer or supplier relationships resulting in changes to the customer or supplier mix; 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; risks associated with the strategic, long-term relationship among Walgreen Boots Alliance, Inc., and AmerisourceBergen, including the occurrence of any event, change or other circumstance that could give rise to the termination, cross-termination or modification of any of the transaction documents among the parties (including, among others, the distribution agreement or the generics agreement), an impact on AmerisourceBergen's earnings per share resulting from the issuance of the warrants to subsidiaries of Walgreen Boots Alliance, Inc. (the "Warrants"), an inability to realize anticipated benefits (including benefits resulting from participation in the Walgreens Boots Alliance Development GmbH joint venture), AmerisourceBergen's inability to implement its hedging strategy to mitigate the potentially dilutive effect of the issuance of its common stock under its special share repurchase program due to its financial performance, the current and future share price of its common stock, its expected cash flows, competing priorities for capital, and overall market conditions; increasing governmental regulations regarding the pharmaceutical supply channel; federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances, federal and state prosecution of alleged violations of related laws and regulations, and any related litigation, including shareholder derivative lawsuits or other disputes relating to our distribution of controlled substances; changes in federal and state legislation or regulatory action affecting pharmaceutical product pricing or reimbursement policies, including under Medicaid and Medicare, and the effect of such changes on AmerisourceBergen's customers; frequent changes to laws and regulations in respect of healthcare fraud and abuse and the increased scrutiny of the federal government related thereto; qui tam litigation for alleged violations of fraud and abuse laws and regulations and/or any other laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services and any related litigation, including shareholder derivative lawsuits; the acquisition of businesses that do not perform as AmerisourceBergen expects or that are difficult for it to integrate or control or AmerisourceBergen's inability to successfully complete any other transaction that it may wish to pursue from time to time; risks associated with the acquisition of MWI Veterinary Supply, Inc. ("MWI"), including 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 the acquisition of MWI; risks associated with international business operations, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws and economic sanctions and import laws and regulations; risks generally associated with the sophisticated information systems on which AmerisourceBergen relies, including significant breakdown or interruption of such systems; risks generally associated with data privacy regulation and the international transfer of personal data; changes in tax laws or legislative initiatives that could adversely affect AmerisourceBergen's tax positions and/or AmerisourceBergen's tax liabilities or adverse resolution of challenges to AmerisourceBergen's tax positions; natural disasters or other unexpected events that affect AmerisourceBergen's operations; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting AmerisourceBergen'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) and Item 1 (Business) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and elsewhere in that report and (ii) in other reports.
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EX - 99 . 2 2 ex99 - 2 . htm PRESS RELEASE ex99 - 2 . htm Exhibit 99 . 2 AmerisourceBergen Corporation P.O. Box 959 Valley Forge , PA 19482 Contact : Barbara Brungess 610 - 727 - 7199 bbrungess@amerisourcebergen.com AmerisourceBergen Completes Acquisition of MWI Veterinary Supply , Inc . VALLEY FORGE , PA , February 24 , 2015 - AmerisourceBergen Corporation ( NYSE : ABC ) today announced the completion of its acquisition of MWI Veterinary Supply , Inc . ( NASDAQ : MWIV ) . Following the completion of its successful tender offer to purchase all outstanding shares of MWI common stock for $ 190.00 per share in cash , without interest and less any applicable withholding taxes , AmerisourceBergen Corporation acquired all remaining MWI shares through a merger pursuant to Section 251 ( h ) of the General Corporation Law of the State of Delaware . " We are pleased to have completed the acquisition of MWI , and we are very excited to welcome Jim Cleary and his management team to AmerisourceBergen " , said Steven H . Collis , AmerisourceBergen President and Chief Executive Officer . " With our combined knowledge of manufacturer and provider services , our global reach and partnership philosophy , we will bring the next generation of superior customer service and innovation to the fast growing animal health industry . The expertise we have together , along with our individual track records of driving efficiency , operational excellence , and customer value , give us great confidence that we can make even greater contributions to the veterinary and agricultural markets in the years ahead " . At the effective time of the merger , all remaining shares of MWI common stock not tendered into the tender offer ( other than shares held by MWI , Roscoe Acquisition Corp . or AmerisourceBergen and shares held by any MWI stockholder who has properly demanded appraisal rights ) were converted into the right to receive $ 190.00 in cash , without interest and less any applicable withholding taxes , which is the same price that was paid in the tender offer . As a result of the transaction , MWI has become a wholly owned subsidiary of AmerisourceBergen . 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 over $ 120 billion in annualized revenue , AmerisourceBergen is headquartered in Valley Forge , PA , and employs approximately 16,000 people . AmerisourceBergen is ranked # 28 on the Fortune 500 list . For more information , go to www.amerisourcebergen.com . 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 : changes in pharmaceutical market growth rates ; price inflation in branded and generic pharmaceuticals and price deflation in generics ; declining economic conditions , increased costs of maintaining , or reductions in AmerisourceBergen 's ability to maintain , adequate liquidity and financing sources , and interest rate and foreign currency exchange rate fluctuations ; the disruption of AmerisourceBergen 's cash flow and ability to return value to its stockholders in accordance with its past practices , disruption of or changes in vendor , payer and customer relationships and terms , and the reduction of AmerisourceBergen 's operational , strategic or financial flexibility ; volatility and disruption of the capital and credit markets ; economic , business , competitive and / or regulatory developments in countries where AmerisourceBergen does business and / or operates outside of the United States ; supplier bankruptcies , insolvencies or other credit failures ; customer bankruptcies , insolvencies or other credit failures ; the loss of one or more key customer or supplier relationships resulting in changes to the customer or supplier mix ; 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 ; risks associated with the strategic , long - term relationship among Walgreen Boots Alliance , Inc . , and AmerisourceBergen , including the occurrence of any event , change or other circumstance that could give rise to the termination , cross - termination or modification of any of the transaction documents among the parties ( including , among others , the distribution agreement or the generics agreement ) , an impact on AmerisourceBergen 's earnings per share resulting from the issuance of the warrants to subsidiaries of Walgreen Boots Alliance , Inc . ( the " Warrants " ) , an inability to realize anticipated benefits ( including benefits resulting from participation in the Walgreens Boots Alliance Development GmbH joint venture ) , AmerisourceBergen 's inability to implement its hedging strategy to mitigate the potentially dilutive effect of the issuance of its common stock under its special share repurchase program due to its financial performance , the current and future share price of its common stock , its expected cash flows , competing priorities for capital , and overall market conditions ; increasing governmental regulations regarding the pharmaceutical supply channel ; federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances , federal and state prosecution of alleged violations of related laws and regulations , and any related litigation , including shareholder derivative lawsuits or other disputes relating to our distribution of controlled substances ; changes in federal and state legislation or regulatory action affecting pharmaceutical product pricing or reimbursement policies , including under Medicaid and Medicare , and the effect of such changes on AmerisourceBergen 's customers ; frequent changes to laws and regulations in respect of healthcare fraud and abuse and the increased scrutiny of the federal government related thereto ; qui tam litigation for alleged violations of fraud and abuse laws and regulations and / or any other laws and regulations governing the marketing , sale , purchase and / or dispensing of pharmaceutical products or services and any related litigation , including shareholder derivative lawsuits ; the acquisition of businesses that do not perform as AmerisourceBergen expects or that are difficult for it to integrate or control or AmerisourceBergen 's inability to successfully complete any other transaction that it may wish to pursue from time to time ; risks associated with the acquisition of MWI Veterinary Supply , Inc . ( " MWI " ) , including 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 the acquisition of MWI ; risks associated with international business operations , including non - compliance with the U . S . Foreign Corrupt Practices Act , anti - bribery laws and economic sanctions and import laws and regulations ; risks generally associated with the sophisticated information systems on which AmerisourceBergen relies , including significant breakdown or interruption of such systems ; risks generally associated with data privacy regulation and the international transfer of personal data ; changes in tax laws or legislative initiatives that could adversely affect AmerisourceBergen 's tax positions and / or AmerisourceBergen 's tax liabilities or adverse resolution of challenges to AmerisourceBergen 's tax positions ; natural disasters or other unexpected events that affect AmerisourceBergen 's operations ; and other economic , business , competitive , legal , tax , regulatory and / or operational factors affecting AmerisourceBergen '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 ) and Item 1 ( Business ) in the Company 's Annual Report on Form 10 - K for the fiscal year ended September 30 , 2014 and elsewhere in that report and ( ii ) in other reports . # # # 2