Exhibit (a)(1)(FFF)
[LETTERHEAD OF OMNICARE, INC.]
Omnicare news release
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GENESIS HEALTH VENTURES TO TERMINATE AGREEMENT
WITH NCS HEALTHCARE
Omnicare's Offer to Acquire NCS HealthCare for $5.50 per Share in Cash
Remains Outstanding
COVINGTON, Ky, December 16, 2002 - Omnicare, Inc. (NYSE: OCR), a leading
provider of pharmaceutical care for the elderly, today announced that Genesis
Health Ventures, Inc. (NASDAQ: GHVI) has agreed to terminate its agreement to
acquire NCS HealthCare, Inc. (NCSS.OB).
On December 13, 2002, NCS invited Omnicare and Genesis each to submit its "best
and highest offer" to acquire all of the outstanding shares of Class A and Class
B common stock of the Company by 6:00 p.m. (E.S.T.) on December 15, 2002.
Following receipt of the request for proposals from NCS, Genesis and Omnicare
discussed termination of the NCS/Genesis Merger Agreement and negotiated and
executed a Termination and Settlement Agreement, dated December 15, 2002. The
Termination Agreement provides, among other things, that Genesis will terminate
the NCS/Genesis Merger Agreement in accordance with its terms by sending written
notice of such termination to NCS on December 16, 2002 (which will also result
in termination of the voting agreements between Genesis and Messrs. Outcalt and
Shaw). In addition, Genesis and Omnicare each agreed to release the other party
from any claims arising from the NCS/Genesis Merger Agreement and not to
commence any action against the other party arising out of or in connection with
the NCS/Genesis Merger Agreement. Omnicare also agreed that prior to the closing
of a transaction with NCS, it would pay Genesis an amount in cash equal to $22
million less any termination fees paid by or on behalf of NCS to Genesis under
the NCS/Genesis Merger Agreement.
On December 12, 2002, Omnicare proposed to acquire NCS for $5.50 per share in
cash and has executed and delivered an agreement and plan of merger to NCS
relating to its proposal, which can be accepted by NCS by executing and
returning a copy to Omnicare.
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 746,000 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.
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 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 and further reductions in governmental
reimbursement to customers and to Omnicare as a result of pressure on federal
and state budgets due to the continuing economic downturn and other factors; 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; increases or decreases in
reimbursement; 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