EXHIBIT 99.1
Omnicare Offers to Acquire NCS HealthCare
COVINGTON, Ky., July 29 /PRNewswire-FirstCall/ -- Omnicare, Inc. (NYSE:
OCR), a leading provider of pharmaceutical care for the elderly, today announced
that it sent the following letter to Beachwood, Ohio-based institutional
pharmacy services provider NCS HealthCare, Inc. (NCSS.OB):
July 28, 2002
Mr. Jon H. Outcalt
Chairman of the Board of Directors
NCS HealthCare, Inc.
3201 Enterprise Parkway
Suite 220
Beachwood, Ohio 44122
Dear Mr. Outcalt:
We are writing to express our disappointment that NCS and its
representatives have continued to refuse to meet with us to discuss our proposal
to acquire NCS. Consequently, we feel obligated to send you this letter and make
it public so your equity and debt holders are aware of our proposal. As you
know, we have previously proposed that Omnicare would acquire NCS in a merger
transaction pursuant to which NCS stockholders would receive $3.00 per share in
cash (representing more than 4x your current stock price, which is already at
its highest level in two years) and Omnicare would assume and/or retire existing
NCS debt at its full principal amount plus accrued interest. This proposal would
provide almost $400 million in cash to your security holders. We continue to
believe this proposal provides exceptional value to the NCS security holders.
Our Board has authorized this proposal, and we are prepared to
negotiate quickly and execute a mutually acceptable definitive merger agreement.
To help clarify our proposal, we have enclosed a draft merger agreement, which
contains provisions customary for transactions of this type. Please note that
our proposal is not subject to any financing contingencies. Also, we will not
request voting or similar agreements from any NCS stockholder, and we are not
requesting a "break-up" or similar fee that might act as a deterrent to someone
willing to provide greater value to NCS's equity and debt holders. We believe
that the security holders of NCS should have the option to choose a transaction
providing them with the greatest value without any impediment to that choice or
the payment of any penalty for that choice.
As I am sure you are aware, Omnicare is an important participant in the
institutional pharmacy business, with annual sales in excess of $2.1 billion
during its last fiscal year, and has completed numerous acquisitions in this
industry since 1988. In addition, we have been analyzing a combination of our
two companies for quite some time with the assistance of Merrill Lynch, our
financial advisor, and Dewey Ballantine,
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our legal counsel. We have done extensive due diligence on NCS's public filings
and are extremely comfortable with that information. Consequently, we need to do
only confirmatory due diligence, which would involve only a review of certain
non-public information typical for a transaction of this type. We believe that,
with your cooperation, we can complete our confirmatory due diligence and
execute a definitive merger agreement in one week.
We hope that you and the other members of the NCS Board of Directors
will view this proposal as we do -- an excellent opportunity for the equity and
debt holders of NCS to realize full value for their securities to an extent not
likely to be available to them in the marketplace. In the context of a
negotiated transaction, we are prepared to discuss all aspects of our proposal
with you, including structure, economics and your views as to the proper roles
for our respective management and employees in the combined company. We would
also consider a stock transaction in order to allow NCS stockholders to share in
the upside of the combined companies. With respect to structure, we would be
willing to discuss acquiring the securities of NCS in a tender offer. We wish,
and are prepared, to meet immediately with you and the other directors,
management and advisors to answer any questions about our proposal and to
proceed with negotiations leading to the execution of a definitive merger
agreement.
We continue to believe that there are clear and compelling advantages
to both Omnicare and NCS from the combination of our two companies and that such
a transaction would create significant value for each of our companies and our
respective security holders. We trust that you and the other members of the NCS
Board of Directors will give this proposal immediate and serious consideration.
Your fiduciary duties to your equity and debt holders require no less.
We look forward to hearing from you promptly.
Sincerely,
/s/ Joel F. Gemunder
Joel F. Gemunder
President and Chief Executive Officer
Omnicare, Inc.
cc: NCS Board of Directors
About NCS HealthCare
According to its public documents, NCS HealthCare, Inc. is a provider
of pharmaceutical and related services to long-term care facilities, including
skilled nursing centers, assisted living facilities and hospitals, serving
approximately 209,000 residents of long-term care facilities in 33 states and
manages hospital pharmacies in 14 states.
About the Company
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Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly. Omnicare serves approximately 729,500
residents in long-term care facilities, in 45 states, making it the nation's
largest provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other institutional
healthcare providers. Omnicare also provides clinical research services for the
pharmaceutical and biotechnology industries in 27 countries worldwide. For more
information, visit the company's Web site at http://www.omnicare.com.
Statements in this press release that are not historical, are
forward-looking statements that are estimates reflecting the best judgment of
Omnicare based on currently available information. Such forward-looking
statements involve actual known and unknown risks, uncertainties, contingencies
and other factors that could cause actual results, performance or achievements
to differ materially from those stated. Such risks, uncertainties, contingencies
and other factors, many of which are beyond the control of Omnicare, include
overall economic, financial and business conditions; trends for the continued
growth of the businesses of Omnicare; the realization of anticipated revenues,
economies of scale, cost synergies and profitability; the successful integration
of acquired companies; the ability to implement productivity, consolidation and
cost reduction efforts and to realize anticipated benefits; delays in
reimbursement by the government and other payors to customers and Omnicare; the
overall financial condition of Omnicare's customers; Omnicare's ability to
assess and react to the financial condition of its customers; the impact of
seasonality on the business of Omnicare; pricing and other competitive factors
in the industry; the effect of new government regulations, executive orders
and/or legislative initiatives, including those relating to reimbursement and
drug pricing policies and in the interpretation and application of such
policies; government budgetary pressures and shifting priorities; the outcome of
litigation; the failure of Omnicare to obtain or maintain required regulatory
approvals or licenses; the ability to attract and retain needed management; the
impact and pace of technological advances; the ability to obtain or maintain
rights to data, technology and other intellectual property; volatility in
Omnicare's stock price; access to capital and financing; the demand for
Omnicare's products and services; variations in costs or expenses; the continued
availability of suitable acquisition candidates; changes in tax law and
regulation; changes in accounting rules and standards; and other risks and
uncertainties described in Omnicare's reports and filings with the Securities
and Exchange Commission.
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