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Omnicare, Inc. o 100 East RiverCenter Boulevard
o Suite 1600 o Covington, Kentucky 41011 o 859/392-3300 o 859/392-3360 Fax
Omnicare news release
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[OMNICARE LOGO]
Omnicare Files Notification
Under the Hart-Scott-Rodino Act
COVINGTON, Ky., August 8, 2002 - Omnicare, Inc. (NYSE: OCR), a leading provider
of pharmaceutical care for the elderly, today announced that it has filed a
notification under the Hart-Scott-Rodino Act with the Federal Trade Commission
and the Department of Justice which would permit Omnicare to acquire all of the
outstanding shares of Class A and Class B common stock of NCS HealthCare, Inc.
(NCSS.OB).
On August 8, Omnicare commenced a cash tender offer to purchase all of the
outstanding shares of Class A and Class B common stock of NCS for $3.50 per
share. The offer price represents nearly five times the value of NCS's closing
stock price of $0.74 on July 26, 2002, the last trading day before Omnicare
announced its acquisition proposal and before NCS announced its proposed
transaction with Genesis Health Ventures, Inc. (NASDAQ: GHVI). Following
completion of the tender offer, Omnicare intends to consummate a second-step
merger in which all remaining NCS stockholders will receive the same cash price
paid in the tender offer.
Dewey Ballantine LLP is acting as legal counsel to Omnicare and Merrill Lynch is
acting as financial advisor. Innisfree M&A Incorporated is acting as Information
Agent.
About the Company
Omnicare, based in Covington, Kentucky, is a leading provider of pharmaceutical
care for the elderly. Omnicare serves approximately 738,000 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 28 countries worldwide. For more information, visit
the company's Web site at http://www.omnicare.com.
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This document is neither an offer to purchase nor a solicitation of an offer to
sell securities. The tender offer is being made only through an offer to
purchase and related letter of transmittal. Investors and security holders are
strongly advised to read the tender offer statement of Omnicare because it
contains important information. The tender offer statement has been filed by
Omnicare with the Securities and Exchange Commission (SEC). Investors and
security holders may obtain a free copy of these statements (when available) and
other relevant documents on the SEC's Web site at: http://www.sec.gov. The
tender offer statement and related materials may also be obtained for free by
directing such requests to Omnicare at (859) 392-3331.
Statements in this press release concerning Omnicare's intention to consummate a
merger involving NCS; together with other statements 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 ability to implement productivity,
consolidation and cost reduction efforts and to realize anticipated benefits;
the impact and pace of pharmaceutical price increases; 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; the ability of vendors to continue to provide products
and services to Omnicare; the continued successful integration of Omnicare's
clinical research business and acquired companies, including NCS, and the
ability to realize anticipated economies of scale and cost synergies; 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 changes in the
interpretation and application of such policies; government budgetary pressures
and shifting priorities; efforts by payors to control costs; the outcome of
litigation; the failure of Omnicare to obtain or maintain required regulatory
approvals or licenses; loss or delay of contracts pertaining to Omnicare's
contract research organization business for regulatory or other reasons; the
ability of clinical research projects to produce revenues in future periods; 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; the impact of consolidation in the
pharmaceutical and long-term care industries; volatility in the market for
Omnicare's stock, the stock of Genesis Health Ventures, the stock of NCS and in
the financial markets generally; 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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Contacts:
Cheryl D. Hodges Joele Frank / Andy Brimmer
Omnicare, Inc. Joele Frank, Wilkinson Brimmer Katcher
(859) 392-3331 (212) 355-4449, ext. 121