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Exhibit (a)(1)(KKK)
[MERRILL LYNCH LOGO] 4 World Financial Center
New York, New York 10080
(866) 276-1462 (call toll free)
NCS ACQUISITION CORP.,
a wholly-owned subsidiary of
OMNICARE, INC.
Has Increased the Price of its Offer to Purchase for Cash
All Outstanding Shares of
Class A Common Stock and Class B Common Stock
of
NCS HEALTHCARE, INC.
to
$5.50 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JANUARY 7, 2003,
UNLESS THE OFFER IS EXTENDED.
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December 23, 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'), 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 NCS HealthCare, Inc., a Delaware
corporation (the 'Company'), at a price of $5.50 per Share, net to the seller in
cash, without interest and less required withholding taxes, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
August 8, 2002 (the 'Offer to Purchase'), as amended and supplemented by the
Supplement to the Offer to Purchase, dated December 23, 2002 (the 'Supplement'),
and the related revised 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, there having been validly
tendered and not properly withdrawn prior to the Expiration Date (as defined in
the Supplement) that number of Shares representing, together with the Shares
owned by Omnicare, at least a majority of the total voting power of all of 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). The Offer is not conditioned on obtaining financing.
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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. The Supplement;
2. The revised (yellow) 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. The revised (grey) 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 or if the
procedure for book-entry transfer cannot be completed by the Expiration
Date;
4. A revised 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 TUESDAY,
JANUARY 7, 2003, UNLESS THE OFFER IS EXTENDED.
The Board of Directors of the Company, by unanimous vote, (1) has approved
the Merger Agreement (as defined below), the Offer and the Proposed Merger (as
defined in the Supplement); (2) has determined that the terms of the Offer and
the Proposed Merger are advisable, fair to, and in the best interests of, the
Company and the Company stockholders and (3) recommends that the Company
stockholders accept the Offer and tender their Shares to Purchaser pursuant to
the Offer.
This Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of December 17, 2002 (the 'Merger Agreement'), by and among Omnicare,
Purchaser and the Company. The Merger Agreement provides for, among other
things, the making of the Offer by the Purchaser and further provides that the
Purchaser will be merged with and into the Company (the 'Proposed Merger') as
promptly as possible following the satisfaction or waiver of each of the
conditions to the Proposed Merger set forth in the Merger Agreement. Following
the Proposed Merger, the Company will continue as the surviving corporation,
wholly-owned by Omnicare, and the separate corporate existence of the Purchaser
will cease.
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 revised
(yellow) Letter of Transmittal or original (blue) Letter of Transmittal, and any
required signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in 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 Tuesday, January 7, 2003.
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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 Supplement. You can
also obtain additional copies of the Offer to Purchase, the Supplement, the
revised Letter of Transmittal and the revised 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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