FOR IMMEDIATE RELEASE
INVESTOR CONTACTS: MEDIA CONTACT:
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Tania Almond Denise DesChenes/Dan Gagnier
Investor Relations Citigate Sard Verbinnen
410-528-7555 212-687-8080
Neighborcare Rejects Omnicare's Revised Offer
BALTIMORE, MD - June 27, 2005 - NeighborCare, Inc. (NASDAQ: NCRX) said today
that its Board of Directors, after careful consideration, has unanimously
recommended that NeighborCare shareholders reject Omnicare's offer of $32 per
share for all of NeighborCare's common stock, not tender their shares and
withdraw any shares that they may have previously tendered.
The Board's recommendation is based on its belief:
o That the revised offer is inadequate and does not provide NeighborCare
shareholders with the value they deserve;
o That NeighborCare's growth as well as its automation, technology and
cost-cutting initiatives have added significant
value to the Company since the original offer;
o That NeighborCare's stock has traded above the revised offer price
since Omnicare's announcement of its revised offer, demonstrating that
NeighborCare shareholders believe that NeighborCare shares are worth
more than the revised offer price. In addition, Omnicare's stock has
traded up substantially on its announcement, suggesting that its
shareholders expect to benefit from value that NeighborCare's Board
believes rightfully belongs to NeighborCare's shareholders; and
o That in light of the synergies that would be created and the benefits to
Omnicare of a combination of these two companies, Omnicare is able to
pay significantly in excess of the revised offer price.
John J. Arlotta, NeighborCare's Chairman, President, and Chief Executive
Officer, said: "With its recommendation to reject Omnicare's revised offer, our
Board re-affirmed its belief that NeighborCare has made tremendous progress over
the past 18 months and that shareholders deserve to receive more value for their
investment than what has been offered by Omnicare. Therefore, we urge our
investors not to tender their shares to Omnicare. We remain confident in our
business and have always been clear that we would be open to any compelling
proposal that would deliver meaningful and appropriate value to our
shareholders. While Omnicare has improved its offer, the revised offer still
doesn't meet that criteria."
In connection with its determination, the Board received the oral opinion of
Goldman, Sachs & Co. to the effect that, as of June 24, 2005, the revised offer
was inadequate, from a financial point of view, to the holders of NeighborCare
common stock.
Goldman, Sachs & Co. and Wachtell, Lipton, Rosen & Katz are acting as
advisors to the NeighborCare Board. The Company will file an amendment to its
Schedule 14D-9 with the Securities and Exchange Commission (SEC) detailing the
reasons for its rejection of Omnicare's revised offer. The full text of the
filing will be available on the SEC website at www.sec.gov.
ABOUT NEIGHBORCARE, INC.
NeighborCare, Inc. (NASDAQ: NCRX) is one of the nation's leading institutional
pharmacy providers serving long term care and skilled nursing facilities,
specialty hospitals, assisted and independent living communities, and other
assorted group settings. NeighborCare also provides infusion therapy services,
home medical equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing. In total, NeighborCare's operations span the
nation, providing pharmaceutical services in 34 states and the District of
Columbia.
Visit our website at WWW.NEIGHBORCARE.COM.
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STATEMENTS MADE IN THIS DOCUMENT, OUR WEBSITE AND IN OUR OTHER PUBLIC FILINGS
AND RELEASES, WHICH ARE NOT HISTORICAL FACTS CONTAIN "FORWARD-LOOKING"
STATEMENTS (AS DEFINED IN THE FEDERAL SECURITIES LAWS) THAT INVOLVE RISKS AND
UNCERTAINTIES AND ARE SUBJECT TO CHANGE AT ANY TIME. THESE FORWARD-LOOKING
STATEMENTS MAY INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS CONTAINING WORDS SUCH
AS "ANTICIPATE," "BELIEVE," "PLAN," "ESTIMATE," "EXPECT," "INTEND," "MAY",
"TARGET" AND SIMILAR EXPRESSIONS. SUCH FORWARD LOOKING STATEMENTS INCLUDE,
WITHOUT LIMITATION, STATEMENTS REGARDING THE EFFECT OF THE SPIN-OFF ON OUR
OPERATIONS, EXPECTED CHANGES IN REIMBURSEMENT RATES AND INFLATIONARY INCREASES
IN STATE MEDICAID RATES, EXPECTED BED COUNT, EXPECTED SG&A EXPENSE, ANTICIPATED
RESTRUCTURING CHARGES AND ESTIMATES OF TIMING AND COSTS SAVINGS RELATED TO COST
IMPROVEMENT INITIATIVES. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: COSTS, CHANGES IN THE
REIMBURSEMENT RATES OR METHODS OF PAYMENT FROM MEDICARE OR MEDICAID, OR THE
IMPLEMENTATION OF OTHER MEASURES TO REDUCE REIMBURSEMENT FOR OUR SERVICES;
CHANGES IN PHARMACY LEGISLATION AND PAYMENT FORMULAS; THE EXPIRATION OF
ENACTMENTS PROVIDING FOR ADDITIONAL GOVERNMENT FUNDING; EFFORTS OF THIRD PARTY
PAYORS TO CONTROL COSTS; THE IMPACT OF FEDERAL AND STATE REGULATIONS; CHANGES IN
PAYOR MIX AND PAYMENT METHODOLOGIES; FURTHER CONSOLIDATION OF MANAGED CARE
ORGANIZATIONS AND OTHER THIRD PARTY PAYORS; COMPETITION IN OUR BUSINESS; AN
INCREASE IN INSURANCE COSTS AND POTENTIAL LIABILITY FOR LOSSES NOT COVERED BY,
OR IN EXCESS OF, OUR INSURANCE; COMPETITION FOR QUALIFIED STAFF IN THE
HEALTHCARE INDUSTRY; OUR ABILITY TO CONTROL OPERATING COSTS, AND GENERATE
SUFFICIENT CASH FLOW TO MEET OPERATIONAL AND FINANCIAL REQUIREMENTS; AND AN
ECONOMIC DOWNTURN OR CHANGES IN THE LAWS AFFECTING OUR BUSINESS IN THOSE MARKETS
IN WHICH NEIGHBORCARE OPERATES. OUR BUSINESS, OPERATIONS OR RESULTS COULD ALSO
BE AFFECTED BY THE EFFECTS OF OMNICARE'S TENDER OFFER OR ITS PENDENCY ON THE
COMPANY AND ITS BUSINESS, EMPLOYEES, CUSTOMERS AND SUPPLIERS.
THE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS THAT ARE, IN SOME CASES, BEYOND OUR CONTROL. WE CAUTION
INVESTORS THAT ANY FORWARD-LOOKING STATEMENTS MADE BY US ARE NOT GUARANTEES OF
FUTURE PERFORMANCE. WE DISCLAIM ANY OBLIGATION TO UPDATE ANY SUCH FACTORS OR TO
ANNOUNCE PUBLICLY THE RESULTS OF ANY REVISIONS TO ANY OF THE FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.
NEIGHBORCARE HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
REGARDING OMNICARE'S TENDER OFFER. NEIGHBORCARE'S SHAREHOLDERS ARE STRONGLY
ADVISED TO READ CAREFULLY NEIGHBORCARE'S SOLICITATION/RECOMMENDATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) REGARDING THE TENDER OFFER BECAUSE IT
CONTAINS IMPORTANT INFORMATION. FREE COPIES OF THE SOLICITATION/RECOMMENDATION
STATEMENT AND THE RELATED AMENDMENTS OR SUPPLEMENTS, WHICH HAVE BEEN FILED BY
NEIGHBORCARE WITH THE SECURITIES AND EXCHANGE COMMISSION, ARE AVAILABLE AT THE
SEC'S WEB SITE AT WWW.SEC.GOV, OR AT NEIGHBORCARE'S WEB SITE AT
WWW.NEIGHBORCARE.COM, AND ALSO BY DIRECTING REQUESTS TO NEIGHBORCARE'S
INFORMATION AGENT, MACKENZIE PARTNERS, INC., AT 1-800-322-2885.
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