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Exhibit (a)(1)(CCCC)
Offer to Purchase for Cash
All Outstanding Shares of
Class A Common Stock and Class B Common Stock
of
NCS HEALTHCARE, INC.
at
$5.50 NET PER SHARE
by
NCS ACQUISITION CORP.,
a wholly-owned subsidiary of
OMNICARE, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JANUARY 14, 2003,
UNLESS THE OFFER IS EXTENDED.
January 8, 2003
To Our Clients:
Enclosed for your consideration is a Supplement, dated January 8, 2003 (the
'Second Supplement'), to the 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 'First Supplement'), and the related
revised (green) 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. As of January 7, 2003, there were
25,628,392 Shares outstanding on a fully diluted basis (including
'in-the-money' options to acquire Shares ('Options') and excluding Shares
owned by Omnicare and its affiliates). Pursuant to an order of the Court
of Chancery of the State of Delaware (the 'Chancery Court') dated
January 6, 2003, and the letter agreement (the 'Letter Agreement') among
Omnicare, Purchaser and the Company, dated January 5, 2003, upon
acceptance by the Purchaser of Shares tendered in the Offer, you will
receive $5.149 per Share in cash, without interest and less required
withholding taxes, and Omnicare and Purchaser will deposit the remaining
$0.351 of the offer price per Share in cash into an escrow account
pending a further order of the Chancery Court with respect to an
application by the Stockholder-Plaintiffs (as defined in the Second
Supplement) for attorneys' fees and expenses in connection with the
Stockholder-Plaintiffs' action against the Company and its directors. Any
amount remaining in the escrow account (plus any interest on the amount
in the escrow account) following the Chancery Court's further order and
any appeal therefrom will be
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distributed to holders of Shares (including Options) and Omnicare as
described in the Second Supplement. See Section 1 ('Amended Terms of the
Offer; Expiration Date') of the Second Supplement.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Tuesday, January 14, 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 Second 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 Company stockholders accept the Offer and tender
their Shares to Purchaser pursuant to the Offer. In addition, the board
of directors of the Company, by unanimous vote of those present, has also
approved the Letter Agreement.
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 and the Letter Agreement. 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 (green) Letter of Transmittal, 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,
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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. EXCEPT IN CONNECTION WITH THE ESCROW
ACCOUNT, AS DESCRIBED IN THE SECOND SUPPLEMENT, 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 Supplement to the Offer to Purchase, dated
December 23, 2002, the enclosed Second Supplement to the Offer to Purchase,
dated January 8, 2003, and the related revised (green) 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*
- ----------------------------------------- ---------------------------------------
Number of Shares of Class A Common Stock Signature(s)
Tendered
Shares*
- ----------------------------------------- ---------------------------------------
Number of Shares of Class B Common Stock Please type or print name(s)
Tendered
---------------------------------------
Please type or print address
---------------------------------------
Area Code and Telephone Number
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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