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Exhibit (a)(1)(LLL)
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 Our Clients:
Enclosed for your consideration is a Supplement, dated December 23, 2002
(the 'Supplement'), to the Offer to Purchase, dated August 8, 2002 (the 'Offer
to Purchase'), and the related revised (yellow) Letter of Transmittal (which
together, as amended, supplemented or otherwise modified from time to time,
constitute the 'Offer') in connection with the offer by Omnicare, Inc., a
Delaware corporation ('Omnicare'), through NCS Acquisition Corp., a Delaware
corporation ('Purchaser') and a wholly-owned subsidiary of Omnicare, to purchase
for cash 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'). We are the holder of
record of Shares held for your account. A tender of such Shares can be made only
by us as the holder of record and pursuant to your instructions. The revised
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $5.50 per Share, net to you in cash, without interest
and less required withholding taxes.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Tuesday, January 7, 2003, unless the Offer is extended.
3. 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validly tendered and not properly withdrawn prior to the Expiration Date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.
4. 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 below); (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
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Company stockholders accept the Offer and tender their Shares to
Purchaser pursuant to the Offer.
5. 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.
6. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the revised Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
on the detachable part hereof. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the detachable part hereof. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A
TENDER ON YOUR BEHALF BY THE EXPIRATION OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of Purchaser by Merrill Lynch & Co., the Dealer
Manager for the Offer, or by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
Payment for Shares purchased pursuant to the Offer will in all cases be made
only after timely receipt by The Bank of New York (the 'Depositary') of
(a) certificates representing the Shares tendered or timely confirmation of the
book-entry transfer of such Shares into the account maintained by the Depositary
at The Depository Trust Company (the 'Book-Entry Transfer Facility'), pursuant
to the procedures set forth in Section 4 ('Procedure for Tendering Shares') of
the Offer to Purchase, (b) the revised (yellow) Letter of Transmittal or
original (blue) Letter of Transmittal, properly completed and duly executed,
with any required signature guarantees or an Agent's Message (as defined in the
Offer to Purchase), in connection with a book-entry delivery, and (c) any other
documents required by the revised Letter of Transmittal. Accordingly, payment
may not be made to all tendering stockholders at the same time depending upon
when certificates for or confirmations of book-entry transfer of such Shares
into the Depositary's account at the Book-Entry Transfer Facility are actually
received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE
PURCHASE PRICE OF THE SHARES TO BE PAID BY PURCHASER, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
OF
NCS HEALTHCARE, INC.
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase, dated August 8, 2002, the enclosed Supplement to the Offer to
Purchase, dated December 23, 2002, and the related revised (yellow) Letter of
Transmittal, in connection with the offer 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.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
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Shares*
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Number of Shares of Class A Common Stock Signature(s)
to be Tendered
Shares*
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Number of Shares of Class B Common Stock Please type or print name(s)
to be Tendered
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Please type or print address
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Area Code and Telephone Number
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Dated Taxpayer Identification or
Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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