EXHIBIT 99.(a)(1)(G)
FOR IMMEDIATE RELEASE
Merck-Medco
Media Contact: Investor Contact:
John Bloomfield 201/269-6400 Laura Jordan 908/423-5185
ProVantage:
Media and Investors: Jeffrey Jones 262/312-3759
Merck-Medco Agrees to Acquire ProVantage
Wisconsin-based Pharmacy Benefit Manager
has strong focus on mid-sized plan sponsors
FRANKLIN LAKES, N.J., and WAUKESHA, Wis., May 4, 2000 -- Merck-Medco
Managed Care, L.L.C., the pharmaceutical benefit services subsidiary of Merck &
Co., Inc. (NYSE: MRK), and ProVantage Health Services, Inc. (NYSE: PHS), a
health-care benefits management and health information company, today announced
that they have entered into a definitive agreement under which Merck, on behalf
of Merck-Medco, will acquire ProVantage for $12.25 per share in cash or a total
acquisition price of approximately $222 million. ProVantage will become part of
Merck-Medco.
Merck expects to commence a tender offer for all outstanding shares of
ProVantage by May 10. ShopKo has agreed to support the transaction and tender
its shares into Merck's offer. Under the terms of the proposed transaction,
ProVantage's parent company, ShopKo Stores Inc. (NYSE: SKO), has granted Merck
an option to acquire approximately 65% of ProVantage's common shares.
In addition to providing advanced medical information services, ProVantage
manages prescription drug benefits for about 5 million covered lives.
ProVantage has a strong focus on providing pharmaceutical benefits management
services to many large and mid-sized plan sponsors and third-party
administrators. Third-party administrators market comprehensive health and
pharmacy services to smaller plan sponsors. The acquisition complements Merck-
Medco's commitment to this market segment as demonstrated through its investment
in Systemed, its subsidiary that serves a similar market segment.
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"We believe there is great potential in this market and we have been
focusing on its development since 1996 with the acquisition of Systemed Pharmacy
Inc., then a publicly held Midwestern-based PBM," said Merck-Medco President
Richard T. Clark. "The depth and experience of ProVantage's management team and
employees, combined with the company's favorable reputation for customer
service, innovative systems support and extensive knowledge of this market
segment all complement Merck-Medco's existing strengths as the prescription
drug-care industry leader."
"ProVantage was founded to bring mid-sized organizations technical know-how
and health care information tailored to their particular needs," said Jeffrey A.
Jones, ProVantage president and CEO. "That mission will be enhanced by Merck-
Medco's acquisition of ProVantage. We will continue to serve our present
clients and seek to build new relationships based on our tradition of trust and
superior service, and we will benefit from significant additional resources."
"Now with ProVantage we believe we can combine our strengths to bring
enhanced service to customers in this important market segment as well as this
geographic region," added Mr. Clark.
Upon closing of the agreement, ProVantage employees will become Merck-Medco
employees. For the foreseeable future, ProVantage will retain its name,
management team and operational structure.
The acquisition is subject to clearance under the Hart-Scott-Rodino
Antitrust Improvements Act as well as other customary conditions. The two
companies expect to complete the acquisition by this summer.
Merck-Medco is the nation's leading provider of high-quality, affordable
prescription-drug care, serving benefit plans of employers, unions, commercial
and government health plans that provide benefits to more than 52 million
Americans, including 14 million older Americans. Additional information about
Merck-Medco is available at www.merckmedco.com.
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ProVantage is a health-care benefits management and health information
company with Health Benefit Management and Health Information Technology
divisions. Additional information about ProVantage is available at
www.provantageinc.com.
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This press release contains "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. No forward-
looking statement can be guaranteed and actual results may differ materially
from those anticipated by the forward-looking statements. Additional information
concerning a number of factors that could cause actual results to differ
materially is described in Merck's current Annual Report on Form 10-K and
ProVantage's current Annual Report on Form 10-K, respectively.
THE TENDER OFFER FOR THE OUTSTANDING SHARES OF PROVANTAGE HEALTH SERVICES, INC.
COMMON STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED. AT THE TIME
A SUBSIDIARY OF MERCK & CO, INC. COMMENCES ITS OFFER, IT WILL FILE A TENDER
OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND PROVANTAGE
HEALTH SERVICES, INC. WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH
RESPECT TO THE OFFER. SECURITY HOLDERS SHOULD READ EACH OF THE TENDER OFFER
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN IT IS AVAILABLE
BECAUSE EACH CONTAINS IMPORTANT INFORMATION. INVESTORS CAN GET THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER
FILED DOCUMENTS FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
WWW.SEC.GOV. AN OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION
STATEMENT, WILL BE MADE AVAILABLE TO SHAREHOLDERS OF PROVANTAGE HEALTH SERVICES,
INC. AT NO EXPENSE TO THEM.
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