Exhibit 99.1
[LETTERHEAD OF OMNICARE, INC.]
Omnicare news release
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CONTACT:
Cheryl D. Hodges
(859) 392-3331
Omnicare Completes Acquisition of NCS HealthCare
COVINGTON, Ky., January 16, 2003 - Omnicare, Inc. (NYSE: OCR) announced today
that it has completed the acquisition of NCS HealthCare, Inc. (NCSS.OB), the
fourth largest institutional pharmacy provider in the United States.
On December 18, 2002, Omnicare announced that it had executed a definitive
agreement to acquire NCS for $5.50 per share in cash and the repayment of NCS
debt. The transaction has an enterprise value of approximately $460 million.
The transaction significantly expands Omnicare's presence in the long-term care
market, increasing the number of residents served by Omnicare by 27 percent to
approximately 945,000 and annualized revenues by 24 percent to approximately
$3.3 billion. Given the anticipated realization of economies of scale and cost
synergies from the acquisition, it will be accretive to Omnicare's fully diluted
per share earnings in 2003 and beyond.
NCS, headquartered in Cleveland, Ohio, provides pharmaceutical and related
services to long-term care facilities, including skilled nursing centers,
assisted living facilities and hospitals. In addition, its Rescot Systems Group
provides software solutions specifically designed for the long-term care
pharmacy market. NCS serves approximately 199,000 residents of long-term care
facilities in 33 states and manages hospital pharmacies in 10 states. The NCS
business being acquired is currently generating revenues at the annualized rate
of approximately $635 million.
"We are very pleased by the addition of NCS," said Joel F. Gemunder, Omnicare
president and CEO. "It is an important transaction with a number of strategic
and financial benefits that will create substantial value for all of Omnicare's
stakeholders. The acquisition of NCS will generate economies of scale and
operational efficiencies while broadening Omnicare's geographic reach. Moreover,
NCS has developed impressive information technology and services. That, combined
with our unmatched
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clinical expertise and advanced programs, including our proprietary formulary,
the Omnicare Geriatric Pharmaceutical Care Guidelines'r', and health management
programs, will benefit client facilities of both organizations and the residents
we serve. Our pooled resources will provide unparalleled opportunities to
develop new and innovative approaches to enhancing pharmaceutical care for the
elderly in a cost-effective manner."
"We are pleased to have reached the successful completion of our restructuring
process. This transaction delivers significant value to all stakeholders of
NCS," said Jon H. Outcalt, NCS Chairman. "NCS is committed to working closely
with Omnicare's management team to ensure a rapid and seamless integration and,
backed by the resources of Omnicare, an enhanced focus on providing the highest
quality of care for our customers."
Omnicare will host a conference call to discuss the NCS acquisition today,
January 16, at 11:00 a.m. EST. Those interested may access a live audio
broadcast of the call via webcast. The webcast can be accessed at
http://www.firstcallevents.com/service/ajwz372309974gf12.html or via the
Investor Relations site at www.omnicare.com. A replay of the broadcast will
also be available for the next 14 days on the company's Web site or by calling
1-800-642-1687 (United States and Canada) or (706) 645-9291 (international) and
referencing confirmation code number 760-6258.
Omnicare, based in Covington, Kentucky, is a leading provider of pharmaceutical
care for the elderly. Including the acquisition of NCS, Omnicare now serves
approximately 945,000 residents in long-term care facilities in 47 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.
Statements in this press release concerning the transaction value of the NCS
acquisition; Omnicare's business outlook or position or future economic
performance; the expected benefits from the NCS acquisition, including economies
of scale, operational efficiencies and cost synergies, and its impact on
Omnicare's revenues and earnings, residents served and geographic reach; the
functionality of Rescot software; the benefits that the transaction brings to
the stakeholders of Omnicare and NCS; the benefits to customers and residents
served; and the timing and ability to integrate the two companies, 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
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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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