02.07.2007 15:38:00
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CORRECTING AND REPLACING Walgreen Co. to Acquire Specialty Pharmacy and Home Infusion Provider Option Care, Inc.
Twelth graph, third sentence of release should read: A
question-and-answer period with analysts and investors will follow. To
access the call, dial 866-558-6869 or, outside the U.S., 913-643-4199.
(sted To access the call, dial 800-289-0544 or, outside the U.S.,
913-981-5533).
Walgreen Co. (NYSE:WAG)(NASDAQ:WAG) and Option Care, Inc. (NASDAQ:OPTN)
today announced a definitive agreement in which Walgreens will acquire
Option Care in a cash transaction for $19.50 per share. With the
assumption of some debt, the transaction has a total enterprise value of
approximately $850 million. The acquisition will create national access
to Walgreens specialty pharmacy and home infusion services for patients
and payors.
Option Care, based in Buffalo Grove, Ill., provides a full spectrum of
specialty pharmacy and home infusion services from a national network of
more than 100 pharmacies (including 61 that are company owned) in 34
states. Its services are used by more than 40,000 patients with acute or
chronic conditions that can be treated at home, in a physician’s
office or at one of Option Care’s ambulatory
infusion suites. Option Care’s services also
include respiratory therapy and home medical equipment at some locations.
Walgreens Home Care currently operates 45 facilities (including 20 home
infusion pharmacies) in 18 states, and Walgreens Specialty Pharmacy
operates six locations, including Medmark, a Walgreens Specialty
Pharmacy; and Schraft’s, a Walgreens Specialty
Pharmacy, which focuses on fertility medications and services.
"This acquisition clearly establishes us as a
national player in specialty pharmacy and home infusion services,”
said Jeffrey A. Rein, CEO of Walgreens. "Option
Care offered the best opportunity for strengthening our position as a
full-service specialty pharmacy provider, especially in areas such as
hemophilia, immune deficiency and oncology. By blending its capabilities
with our current operations, we’ll be able to
provide patient care on a nationwide basis in the patient’s
home, at their physician’s office or at one
of our infusion suites.”
Walgreens President Greg Wasson said, "For
health care payors, the acquisition will improve our ability to manage
their significant spending on specialty pharmacy and related services.
Our combination of national and local capabilities provides a lower-cost
alternative to providing these services in a hospital setting. Our broad
distribution channel, as well as the compliance and outcomes information
we can provide, will allow us to strengthen our relationships with
manufacturers and will provide more access to limited distribution
therapies.”
Walgreens is positioning itself to provide a variety of patient-focused
health care services with a series of recent acquisitions, including
among others:
Take Care Health Systems, a leading operator of convenient care clinics
Medmark Specialty Pharmacy Solutions, a full-service, national
specialty pharmacy company
SeniorMed Pharmacy, which provides prescription services to residents
in assisted-living, specialty care and independent communities across
the country
and Schraft’s A Specialty Pharmacy, one of
the nation’s leading providers of advanced
fertility medications and services
"With these acquisitions at the core of a
variety of patient-focused health care services, we’re
better able to serve high utilization patients,”
said Wasson. "That also will help health care
payors better manage their overall medical and pharmacy spending.”
With more than 25 years of experience in providing home care, Option
Care brings operational expertise and relationships with payors, health
care providers and specialty manufacturers. Option Care also has the
largest geographic coverage in the specialty pharmacy and home infusion
industry and has contracts with more than 400 managed care
organizations, significantly adding to Walgreens contracted specialty
pharmacy business.
The specialty pharmacy and home infusion markets are estimated at $60
billion a year, with a projected annual growth rate of 20 percent. These
high-cost therapies require customized clinical and distribution
services that will make the combined Walgreens-Option Care offering
unmatched.
"This acquisition is a good strategic and
cultural fit for both organizations, and we are excited to become a part
of Walgreens,” said Option Care President and
CEO Raj Rai. "The combination of Walgreens
name and Option Care’s 25 years of clinical
management and expertise in specialty pharmacy and home infusion
provides tremendous potential for growth and will benefit our
shareholders, employees, customers and patients.”
An affiliate of Walgreens promptly intends to commence a tender offer
for the shares of Option Care stock. Completion of the transaction is
subject to acceptance of the tender offer by a majority of Option Care’s
outstanding shares, regulatory approval (including under the
Hart-Scott-Rodino Act) and other customary conditions. The definitive
agreement was unanimously approved by Option Care’s
board of directors, and Option Care’s board
recommends the company’s shareholders tender
their shares in the tender offer. John N. Kapoor, Option Care’s
founder, and trusts established by him, which together own approximately
22 percent of the outstanding Option Care shares, have committed to
tender such shares into the tender offer.
Peter J. Solomon Co. acted as financial advisor to Walgreens in the
transaction, and the law firm of Wachtell, Lipton, Rosen & Katz served
as legal counsel for Walgreens. UBS Investment Bank acted as financial
advisor to Option Care, and the law firm of Bryan Cave LLP served as
legal counsel to Option Care.
Walgreens will host a public conference call/webcast today at noon
eastern time, during which Walgreens executive management will discuss
the acquisition. Speaking on behalf of Walgreens will be CEO Jeffrey A.
Rein, President Greg Wasson and CFO Bill Rudolphsen. A
question-and-answer period with analysts and investors will follow. To
access the call, dial 866-558-6869 or, outside the U.S., 913-643-4199.
No access code is needed. A live audio webcast will be available at http://investor.walgreens.com.
A rebroadcast will be available from 2:30 p.m. eastern time today
through midnight, July 8th, at 888-203-1112, or
outside the U.S., 719-457-0820. The replay access code is: 5417338. The
webcast will be available for seven days following the call.
About Walgreen Co.
Walgreen Co. is the nation’s largest
drugstore chain with fiscal 2006 sales of $47.4 billion. As of May 31,
the company operated 5,751 stores in 48 states and Puerto Rico,
including 77 Happy Harry’s stores in Delaware
and surrounding states. Walgreens is expanding its patient-first health
care services beyond traditional pharmacy through Walgreens Health
Services, its managed care division, and Take Care Health Systems, a
wholly-owned subsidiary that manages convenient care clinics inside
drugstores. Walgreens Health Services assists pharmacy patients and
prescription drug and medical plans through Walgreens Health
Initiatives, Inc. (a pharmacy benefits manager), Walgreens Mail Service
Inc., Walgreens Home Care Inc., and Walgreens Specialty Pharmacy.
About Option Care
For more than 25 years, Option Care Inc. has made patients' lives easier
with a full range of healthcare services outside the hospital setting,
working with more than 400 payor organizations representing more than 75
million Americans. With the largest home infusion and specialty pharmacy
footprint in the industry, Option Care offers treatment nationwide to
patients in their homes, physician offices or other alternate sites,
including ambulatory treatment centers. Services are provided by highly
skilled, clinical professionals from more than 100 pharmacy locations.
For more information, go to www.optioncare.com.
This news release may contain forward-looking statements that involve
risks and uncertainties (as such "forward-looking”
statements are defined under the U.S. Private Securities Litigation
Reform Act). The following factors, among others, could cause
results to differ materially from management expectations as projected
in such forward-looking statements: the ability to obtain governmental approvals
for the transaction on the proposed terms; the inability to satisfy
other conditions to the completion of the transaction; the risk
that the businesses will not be integrated successfully; the risk that
the cost savings and any other synergies from the transaction may not be
fully realized or may take longer to realize than
expected; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or
suppliers; social and political conditions such as war, political unrest
and terrorism or natural disasters; and general economic conditions and
normal business uncertainty and competition and its effect on pricing,
spending, third-party relationships and revenues. These forward-looking
statements speak only as of the date of this press release, and no
undertaking has been made to update or revise them if there are changes
in expectations or if any events, conditions or circumstances on which
any such forward-looking statement is based. Investors are referred and
encouraged to read the "Cautionary Note
Regarding Forward-Looking Statements” in
Walgreens most recent Form 10-K, as amended, as well as the "Forward-Looking
Statements” section of Option Care’s
Form 10-K, each of which is incorporated into this news release by
reference. Additional Information and Where to Find It In connection with the tender offer, Walgreens intends to file a
tender offer statement on Schedule TO and related materials with the
Securities and Exchange Commission (the "SEC”),
and Option Care will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. Investors and security holders are strongly
advised to read these documents when they become available because they
will contain important information about the tender offer and the
proposed merger. Free copies of materials, which will be filed by
Walgreens and Option Care, will be available at the SEC’s
Web site at www.sec.gov, or with
respect to Walgreens materials, at www.walgreens.com,
and also will be available, without charge, by directing requests to
Walgreens, and with respect to Option Care materials, at www.optioncare.com,
and will also be available, without charge, by directing requests to
Option Care. Important information This document is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of Option Cares’
common stock will only be made pursuant to an offer to purchase and
related materials that Walgreens intends to file with the Securities and
Exchange Commission. Option Care will file a solicitation/recommendation
statement with respect to the offer. Once filed, Option Care
stockholders should read these materials carefully prior to making any
decisions with respect to the offer because they contain important
information, including the terms and conditions of the offer. Once
filed, Option Care stockholders will be able to obtain the offer to
purchase, the solicitation/recommendation statement and related
materials with respect to the offer free of charge at the SEC’s
Web site at www.sec.gov, from the
information agent named in the tender offer materials, from Option Care
or from Walgreens.
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