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): | September 12, 2022 |
AmerisourceBergen Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 1-6671
| Delaware | 23-3079390 | |
(State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
1 West First Avenue Conshohocken PA | 19428-1800 | |
(Address of principal executive offices) | (Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common stock | ABC | New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On September 12, 2022, AmerisourceBergen Corporation (the “Company”) issued a press release announcing the execution of an agreement to acquire (the “Acquisition Agreement”) PharmaLex Holding GmbH (“PharmaLex”), a leading provider of specialized services for the life sciences industry, from funds advised by AUCTUS Capital Partners AG (the “Transaction”). A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
Item 8.01 Other Events.
On September 12, 2022, the Company entered into an agreement to acquire PharmaLex for €1.28 billion in cash, subject to certain customary adjustments. The Acquisition Agreement contains customary representations, warranties and covenants by the parties.
Closing of the Transaction is subject to customary closing conditions, including receipt of required regulatory approvals, and is expected to occur by March 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 99.1. | News Release of AmerisourceBergen Corporation, dated September 12, 2022. |
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 hereunto duly authorized.
| AMERISOURCEBERGEN CORPORATION | |||
| Date: | September 12, 2022 | By: | /s/ James F. Cleary |
| Name: | James F. Cleary | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
