Exhibit (a)(1)(WWW)
[LETTERHEAD OF OMNICARE, INC.]
Omnicare news release
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OMNICARE ANNOUNCES DELAWARE CHANCERY COURT ORDER
COVINGTON, Ky., January 3, 2003 -- Omnicare, Inc. (NYSE: OCR), a leading
provider of pharmaceutical care for the elderly, today announced that, on
January 2, 2003, the Delaware Chancery Court ordered Omnicare to place a portion
of the amount being paid to the stockholders of NCS HealthCare, Inc. (NCSS.OB)
pursuant to the Agreement and Plan of Merger between Omnicare and NCS in escrow
pending a determination of the Chancery Court as to the amount of fees and
expenses owed to the NCS stockholder-plaintiffs' attorneys.
The Chancery Court ordered Omnicare to deposit $13,500,000 of the amount to be
paid to NCS stockholders in Omnicare's tender offer and merger in an escrow
account within three business days of the closing of Omnicare's tender offer
pending a further order of the Chancery Court regarding the amount of the fees
and expenses owed to the NCS stockholder-plaintiffs' attorneys. The Chancery
Court further ordered that the escrow amount be withheld from the amount to be
paid with respect to each share of NCS class A common stock and class B common
stock acquired by Omnicare in its tender offer and the merger on a pro rata
basis.
The NCS stockholder-plaintiffs had filed a complaint seeking, among other
things, the order requiring Omnicare to escrow $13,500,000 of the amount to be
paid to NCS stockholders in Omnicare's tender offer and merger. This amount, the
stockholder-plaintiffs claim, is required to pay the fees and expenses owed to
the stockholder-plaintiffs' attorneys.
Omnicare is reviewing the Chancery Court's order and currently intends to revise
its tender offer documents to reflect the Court's order.
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.
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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, including the supplement thereto, and a related revised 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 the amount being escrowed and the
amount to be withheld from the amount to be paid with respect to each share of
NCS common stock, 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 realization of anticipated revenues,
economies of scale, cost synergies and profitability; 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 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/Todd Glass
Omnicare, Inc. Joele Frank, Wilkinson Brimmer Katcher
(859) 392-3331 (212) 355-4449, ext. 121