[MERRILL LYNCH LOGO] 4 World Financial Center
New York, New York 10080
(866) 276-1462 (call toll free)
Offer to Purchase for Cash
All Outstanding Shares of
Class A Common Stock and Class B Common Stock
of
NCS HEALTHCARE, INC.
at
$3.50 NET PER SHARE
by
NCS ACQUISITION CORP.,
a wholly-owned subsidiary of
OMNICARE, INC.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, SEPTEMBER 5, 2002, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
August 8, 2002
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by NCS Acquisition Corp., a Delaware corporation
('Purchaser') and a wholly-owned subsidiary of Omnicare, Inc., a Delaware
corporation ('Omnicare'), to act as Dealer Manager in connection with the offer
being made by Omnicare, through Purchaser, to purchase all of the issued and
outstanding shares of class A common stock, par value $0.01 per share ('Class A
Common Stock'), of NCS HealthCare, Inc., a Delaware corporation (the 'Company'),
and all of the issued and outstanding shares of class B common stock, par value
$0.01 per share ('Class B Common Stock' and, together with Class A Common Stock,
the 'Shares'), of the Company, at a price of $3.50 per Share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase, dated August 8, 2002 (the 'Offer to
Purchase'), and the related Letter of Transmittal (which, together, as amended,
supplemented or otherwise modified from time to time, constitute the 'Offer').
The Offer is conditioned upon, among other things, the following:
(i) There being validly tendered and not properly withdrawn prior to the
Expiration Date (as defined in the Offer to Purchase) of the Offer
that number of Shares representing, together with the Shares owned by
Omnicare, at least a majority of the total voting power of all the
outstanding securities of the Company entitled to vote generally in
the election of directors or in a merger, calculated on a fully
diluted basis after consummation of the Offer.
(ii) The Agreement and Plan of Merger, dated as of July 28, 2002, by and
among Genesis Health Ventures, Inc. ('Genesis'), Geneva Sub, Inc. and
the Company (as may be amended, the 'Genesis Agreement') having been
terminated on such terms as may be satisfactory to Omnicare.
(iii) The Voting Agreement by and among Jon H. Outcalt, the Company and
Genesis and the Voting Agreement by and among Kevin B. Shaw, the
Company and Genesis, each dated as of
July 28, 2002, as each may be amended, having been terminated on such
terms as may be satisfactory to Omnicare.
(iv) The provisions of Section 203 of the Delaware General Corporation Law
not applying to or otherwise restricting the Offer and the Proposed
Merger (as defined in the Offer to Purchase) or any subsequent
business combination involving the Company and Omnicare.
(v) Any waiting periods under applicable antitrust laws having expired or
terminated.
(vi) The Company's stockholders not having approved the Genesis Agreement.
(vii) The Company not having entered into or effectuated any agreement or
transaction with any person or entity having the effect of impairing
Omnicare's ability to acquire the Company or otherwise diminishing the
expected economic value to Omnicare of the acquisition of the Company.
(viii) The provisions of Article VI of the Company's Amended and Restated
Certificate of Incorporation being inapplicable to the Offer and the
Proposed Merger.
(ix) The termination fee provision in the Genesis Agreement having been
invalidated or the obligation to pay any amounts pursuant to such
provision having been terminated, without any termination fee, or any
portion thereof, having been paid by the Company or any of its
affiliates pursuant to the Genesis Agreement.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase;
2. Letter of Transmittal to be used by holders of Shares in accepting
the Offer and tendering Shares (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding);
3. Notice of Guaranteed Delivery to be used to accept the Offer if
Shares and all other required documents cannot be delivered to The Bank of
New York (the 'Depositary') by the Expiration Date (as defined in the Offer
to Purchase) or if the procedure for book-entry transfer cannot be completed
by the Expiration Date;
4. A form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer; and
5. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
SEPTEMBER 5, 2002, UNLESS THE OFFER IS EXTENDED.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Information Agent or the Depositary as described in
the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers. Purchaser will pay
all stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in
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connection with a book-entry delivery of Shares, and any other required
documents, should be sent to the Depositary by 12:00 Midnight, New York City
time, on Thursday, September 5, 2002.
Questions or requests for assistance may be directed to Innisfree M&A
Incorporated, the Information Agent, or the undersigned at the addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase. You
can also obtain additional copies of this Offer to Purchase, the related Letter
of Transmittal and the Notice of Guaranteed Delivery from the Information Agent.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON, THE AGENT OF PURCHASER, OMNICARE, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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