Exhibit (a)(1)(XXX)
[LETTERHEAD OF OMNICARE, INC.]
Omnicare news release
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OMNICARE TO CONTRIBUTE TO NCS STOCKHOLDER ESCROW FUND
COVINGTON, Ky., January 6, 2003 -- Omnicare, Inc. (NYSE: OCR), a leading
provider of pharmaceutical care for the elderly, today announced that it has
agreed, subject to court approval, to contribute $4,500,000 to the $13,500,000
stockholder escrow fund, which the Delaware Chancery Court has ordered be
entirely funded with amounts withheld from the aggregate amount payable to
stockholders of NCS HealthCare, Inc. (NCSS.OB).
On January 2, 2003, Omnicare was enjoined by the Delaware Chancery Court from
paying $13,500,000 of the aggregate amount payable to stockholders of NCS in
Omnicare's tender offer and merger and was ordered to deposit such amount in an
interest-bearing escrow account pending a determination by the Chancery Court
with respect to the NCS stockholder-plaintiffs' request for attorneys' fees and
expenses. The court further ordered that the entire escrow amount be withheld by
proration among all shares of NCS common stock acquired by Omnicare in the
tender offer and the merger.
On January 5, 2003, Omnicare entered into a letter agreement with NCS which
provided that, subject to approval of the Chancery Court, Omnicare would
contribute $4,500,000 of the amount required to be deposited in escrow. As a
result, only $9,000,000 of the escrow amount will need to be withheld by
proration among the shares of NCS common stock (including stock options) to be
acquired by Omnicare in the tender offer and the merger.
Pursuant to the letter agreement, Omnicare has agreed that the first $2,500,000
of any amount awarded to the stockholder-plaintiffs' counsel from the escrow
account will be taken from Omnicare's contribution to the escrow account. An
award, if any, in excess of $2,500,000 will be funded out of the remainder of
the escrow account on a pro rata basis, as follows: (i) approximately 82% of
such amount will be taken from the aggregate amount ($9,000,000) withheld from
the NCS stockholders and (ii) approximately 18% of such amount will be taken
from the remaining $2,000,000 contributed by Omnicare.
Omnicare currently intends to amend its tender offer materials to reflect the
Chancery Court's order and the letter agreement with NCS.
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, 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 matters relating to the escrow of
funds in connection with the NCS stockholder-plaintiffs' request for attorneys'
fees and expenses, 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 /Nina Covalesky
Omnicare, Inc. Joele Frank, Wilkinson Brimmer Katcher
(859) 392-3331 (212) 355-4449, ext. 121