VALLEY FORGE, Pa. & DEERFIELD, Ill., Jan. 6, 2021 AmerisourceBergen Corporation (NYSE: ABC) and Walgreens Boots Alliance, Inc. (Nasdaq: WBA) today announced strategic agreements under which AmerisourceBergen will acquire the majority of Walgreens Boots Alliances Alliance Healthcare businesses for approximately $6.5 billion, comprised of $6.275 billion in cash and 2 million shares of AmerisourceBergen common stock. journey. Under the terms and conditions of the merger agreement, to rely unduly on these forward-looking statements. AmerisourceBergen management believes that this non-GAAP financial measure is useful to investors because it eliminates the per share impact of the items that are outside the control of AmerisourceBergen or that are not considered to be indicative of ongoing operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring, or non-cash nature. or the merger may not be satisfied or waived; the effects of disruption from AmerisourceBergen is ranked #10 on the Fortune 500 with more than $200 billion in annual revenue. After submitting your request, you will receive an activation email to the requested email address. AmerisourceBergen employees rate the overall compensation . Walgreens Boots Alliances operations in China, Italy and Germany are not part of this transaction. Fiscal Year 2021 Expectations on an Adjusted (non-GAAP) Basis about the tender offer that MWIs stockholders should consider prior to making Together, these agreements are expected to create incremental growth, synergies and efficiencies. Certain of the statements contained in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). Overall. We market these products to our customers in both the forward-looking statements, whether as a result of new information, future This transaction provides great benefit for both companies and is a logical step following the continued success of our long-term strategic relationship, said Ornella Barra, Chief Operating Officer, International, Walgreens Boots Alliance, Inc. The Alliance Healthcare teams are joining a global pharmaceutical distribution leader and trusted partner in AmerisourceBergen, and we look forward to continuing to work together as strategic partners. Once filed, stockholders of MWI Including equity method investments, WBA has a presence in more than 25 countries, employs more than 450,000 people and has more than 21,000 stores. AmerisourceBergen intends to acquire any shares of MWI not tendered into the tender offer via a merger that will be effected as soon as possible after the closing of the tender offer. Adjusted free cash flow of the combined AmerisourceBergen and Alliance Healthcare businesses are expected to increase 125% of AmerisourceBergen's stand-alone estimates. AmerisourceBergen, Im confident MWI will continue to lead our industry in In January 2015, the company bought MWI Veterinary for $2.5 billion. AmerisourceBergen to Acquire Xcenda LLC for $25M | BioSpace Forward-looking statements may often be identified by the use of words such as will, may, could, should, would, project, believe, anticipate, expect, plan, estimate, forecast, potential, intend, continue, target and variations of these words or comparable words. Federal suit says AmerisourceBergen didn't report diversion of opioid The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws. Among the factors that could cause actual results to differ materially from those projected, anticipated, or implied are the following: unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of price inflation or deflation; competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services; changes in the United States healthcare and regulatory environment, including changes that could impact prescription drug reimbursement under Medicare and Medicaid; increasing governmental regulations regarding the pharmaceutical supply channel; declining reimbursement rates for pharmaceuticals; continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; continued prosecution or suit by federal, state and other governmental entities of alleged violations of laws and regulations regarding controlled substances, including due to failure to achieve a global resolution of the multi-district opioid litigation and other related state court litigation, and any related disputes, including shareholder derivative lawsuits; increased federal scrutiny and litigation, including qui tam litigation, for alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services, and associated reserves and costs; failure to comply with the Corporate Integrity Agreement; material adverse resolution of pending legal proceedings; the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers; changes to customer or supplier payment terms, including as a result of the COVID-19 impact on such payment terms; the integration of the Alliance Healthcare businesses into the Company being more difficult, time consuming or costly than expected; the Companys or Alliance Healthcares failure to achieve expected or targeted future financial and operating performance and results; the effects of disruption from the acquisition and related strategic transactions on the respective businesses of the Company and Alliance Healthcare and the fact that the acquisition and related strategic transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the acquisition of businesses, including the Alliance Healthcare businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period; risks associated with the strategic, long-term relationship between Walgreens Boots Alliance, Inc. and the Company, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement; managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations; financial market volatility and disruption; changes in tax laws or legislative initiatives that could adversely affect the Company's tax positions and/or the Company's tax liabilities or adverse resolution of challenges to the Company's tax positions; substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19; the loss, bankruptcy or insolvency of a major supplier, including as a result of COVID-19; financial and other impacts of COVID-19 on our operations or business continuity; changes to the customer or supplier mix; malfunction, failure or breach of sophisticated information systems to operate as designed; risks generally associated with data privacy regulation and the international transfer of personal data; natural disasters or other unexpected events, such as additional pandemics, that affect the Companys operations; the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings; the Company's ability to manage and complete divestitures; the disruption of the Company's cash flow and ability to return value to its stockholders in accordance with its past practices; interest rate and foreign currency exchange rate fluctuations; declining economic conditions in the United States and abroad; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting the Company's business generally. To learn more about our new corporate identity click here. Headquartered in Germany, PharmaLex has global reach, with a significant footprint in Europe and the U.S. and a growing presence in other parts of the world. Management believes that this non-GAAP financial measure is useful to investors because it eliminates the per share impact of items that are outside the control of the Company or that we consider to not be indicative of our ongoing operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring, or non-cash nature. Therefore, the Company believes that the presentation of this non-GAAP financial measure provides useful supplementary information to, and facilitates additional analysis by, investors. AmerisourceBergen Corporation - Investor Relations We anticipate that our parent company name "AmerisourceBergen" will change to "Cencora" later in 2023. (610) 727-7000 powered by our 21,000 associateswe are united in our responsibility to create Our solutions power patient care for pharmacies, physician practices, hospitals and health systems. Our Network | ICS - icsconnect.com 2023 PHARMALEX GMBH. Adjusted diluted earnings per share (EPS) to be in the range of $8.90 to $9.10, raised from the previous range of $8.45 to $8.60. Feds sue AmerisourceBergen over 'hundreds of thousands' of alleged opioid violations. As the largest facility within the ICS network, the new stockholders, and we look forward to continuing our success as part of Alliance Healthcare adjusted EBITDA: Adjusted EBITDA for the portion of Alliance Healthcare being purchased by AmerisourceBergen is a non-GAAP financial measure that excludes depreciation and amortization and other items primarily relating to Walgreens Boots Alliances ongoing transformational cost management program from operating income. This certification allows manufacturer partners. by the SEC at www.sec.gov, by directing a request to AmerisourceBergen at AmerisourceBergen will host a conference call today at 8:30 a.m. distribution services for pharmaceutical manufacturers and an AmerisourceBergen company. www.amerisourcebergen.com. AmerisourceBergen and Walgreens Boots Alliance will also execute on the expansion and extension of commercial agreements in order to drive incremental growth and synergies. Users are encouraged to log on to the webcast approximately 10 minutes in advance of the scheduled start time of the call. As the first pharmaceutical third-party logistics provider with ISO 9001:2015 These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The companys businesses have been recognized for their Corporate Social Responsibility. ABC Order [32][33] AmerisourceBergen's stock price reportedly plummeted after they were among other drug distributors who offered $10 billion to settle their portion of the national opioids lawsuit. The Words such as "expect," "likely," "outlook," "forecast," "would," "could," "should," "can," "project," "intend," "plan," "continue," "sustain," "synergy," "on track," "believe," "seek," "estimate," "anticipate," "may," "possible," "assume," variations of such words, and similar expressions are intended to identify such forward-looking statements. These announcements between the two global enterprises continue to build on the close partnership and strong foundation that began in 2013. Factors that could cause or contribute to such differences include, but are not limited to: the parties ability to meet expectations regarding the timing of the proposed acquisition and related strategic transactions; the parties ability to consummate the proposed acquisition and related strategic transactions; the conditions to the completion of the proposed acquisition and related strategic transactions; the regulatory approvals required for the proposed acquisition and related strategic transactions not being obtained on the terms expected or on the anticipated schedule or at all; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with GAAP and related standards, or on an adjusted basis; the integration of Alliance Healthcare into AmerisourceBergen being more difficult, time consuming or costly than expected; AmerisourceBergens or Alliance Healthcares failure to achieve expected or targeted future financial and operating performance and results; the possibility that the combined company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the proposed acquisition and related strategic transactions within the expected time frames or at all; customer loss and business disruption being greater than expected following the proposed acquisition and related strategic transactions; the retention of key employees being more difficult following the proposed acquisition and related strategic transactions; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the impacts of competition; changes in the economic and financial conditions of the business of AmerisourceBergen or Alliance Healthcare; and uncertainties and matters beyond the control of management and other factors described under Risk Factors in each of AmerisourceBergens and WBAs Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. the United States of America and United Kingdom. Upon closing, the acquisition of PharmaLex is expected to be approximately $0.15 accretive to AmerisourceBergen's adjusted diluted EPS (a non-GAAP financial measure defined herein) for the last seven months of its fiscal year 2023, which would contribute to AmerisourceBergen's previously disclosed fiscal year 2023 growth target from capital . today the grand opening of its newest third-party logistics (3PL) Transaction further advances leadership in specialty, with key commercial enablement solutions to support biopharmaceutical partners AmerisourceBergen Corporation (NYSE: ABC) today announced that it has signed a definitive agreement to acquire PharmaLex Holding GmbH, a leading provider of specialized services for the life sciences industry, from funds advised by AUCTUS Capital Partners AG for . Senior Vice President, Investor Relations robust end-to-end, integrated solutions for improving access to specialty Walgreens Boots Alliance will be able to increase its focus on expanding its core retail pharmacy businesses, bringing even greater healthcare offerings to patients and customers and further accelerating its progress on its clear set of strategic priorities. 19087 or from MWI at www.mwivet.com. & Moore LLP provided legal advice to AmerisourceBergen. tender offer statement, containing an offer to purchase, a form of letter of You can sign up for additional alert options at any time. Health Economics, Market Access & Regulatory Consulting, Patient Access, Affordability & Adherence Services, Global Storage, Transport & Outsourced Logistics. Additionally, the new The transaction, which is expected to close by AmerisourceBergens fiscal year-end 2021, is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. With the addition of World Courier,[9] the largest specialty courier company in the world, over 150 company-owned offices around the globe were added to the company. Read the latest press releases and media mentions. J.P. Morgan Securities LLC is serving as exclusive financial advisor and Cravath, Swaine & Moore LLP, Hogan Lovells International LLP and Morgan, Lewis & Bockius LLP are serving as legal advisors to AmerisourceBergen. As previously announced, AmerisourceBergen will AmerisourceBergen - Overview, News & Competitors | ZoomInfo.com This supplemental measure may vary from, and may not be comparable to, similarly titled measures by other companies. Every day, new opportunities emerge around M&A and we help professionals of all types comb through transactions, investors, and corporate acquirers via an easy-to-use web database that is accessible to anyone. The 300,000 sq. to create healthier futures. 50M+ AmerisourceBergen has acquired 15 companies, including 2 in the last 5 years. carefully and in their entirety when they become available, as they may be ICS is a subsidiary of AmerisourceBergen Specialty Group, Inc. For more information about ICS and AmerisourceBergen Specialty Group, Inc., please visit www.icsconnect.com and www.absg.com . In our second annual DEI Report, we share our baseline metrics, year-over-year progress, key initiatives, and plans for the months ahead to provide a clearer view of our DEI activity. For fiscal year 2021, adjusted diluted EPS excludes the per share impact of certain adjustments including gain from antitrust litigation settlements; LIFO expense (credit); acquisition-related intangibles amortization; and employee severance, litigation, and other; in each case net of the tax effect calculated using the applicable effective tax rate for those items. Join Mergr and gain access to AmerisourceBergens M&A summary, the M&A summaries of companies just like it, as well as recent M&A activity in the distribution sector. AmerisourceBergens financial and strategic position enable this next evolution of enhancing our ability to provide healthcare capabilities across regions and deliver innovative solutions for our upstream and downstream partners. In March 2012, AmerisourceBergen agreed to acquire World Courier Group Inc, a transportation and logistics provider for the biopharmaceutical industry, for $520 million. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, are out of the companys control and/or cannot be reasonably predicted, and that would impact diluted net earnings per share, the most directly comparable forward-looking GAAP financial measure. Our first core value is Customer Service, and with The Company does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available or cannot be reasonably estimated. The company is headquartered in Valley Forge, Pa. and has a presence in 50+ countries. The company has provided the non-GAAP financial measures in the press release, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. US drug wholesaler AmerisourceBergen has agreed to buy Alliance Healthcare, a distributor owned by Walgreens Boots Alliance, for about $6.5 billion (5.3 billion . pharmaceutical supply chain. The scheme also enabled ABC to increase its market share by offering various product discounts, which it leveraged to obtain new customers and to keep existing customers who purchased its entire portfolio of oncology drugs. PharmaLexs highly complementary business and strong market reputation will deepen our partnerships with manufacturers, advancing our role as a strategic partner of choice as we support end-to-end clinical and commercial enablement solutions for our pharma customers. [29] Had the states gone to court, the companies could have faced up to $95 billion in penalties. Title Model is a unique distribution solution allowing ICS to take title of the product on behalf of pharmaceutical manufacturers. He has 30 years' experience in distribution operations and has managed all facets pertaining to ERP implementations and design. Investor Relations, AmerisourceBergen, 1300 Morris Drive, Chesterbrook, PA TPG and AmerisourceBergen to Acquire Leading Specialty Practice Network AmerisourceBergenInvestors:Bennett S. Murphy+1 610-727-3693bmurphy@amerisourcebergen.com, Media:Gabe Weissman+1 610-727-3696gweissman@amerisourcebergen.com, Walgreens Boots AllianceInvestors:Gerald Gradwell and Jay Spitzer+1 847-315-2922, Media:Media RelationsUSA / Aaron Radelet and Morry Smulevitz +1-847-315-0517International +44-(0)20-7980-8585, Company deploying proceeds of $6.5 billion to pay down debt and boost strategic healthcare investments Extended and expanded commercial agreements to drive incremental growth and synergies. AmerisourceBergen (NYSE:ABC) and MWI Veterinary Supply, Inc. (NASDAQ:MWIV) The non-GAAP financial measures are presented because management uses non-GAAP financial measures to evaluate AmerisourceBergens operating performance, to perform financial planning, and to determine incentive compensation. The average AmerisourceBergen hourly pay ranges from approximately $19 per hour for a Warehouse Worker to $85 per hour for a Manager. With nearly $120 billion in annual revenue, Adjusted free cash flow: For fiscal year 2021, AmerisourceBergen has defined the non-GAAP financial measure of adjusted free cash flow as net cash provided by operating activities, excluding other significant unpredictable or non-recurring cash payments or receipts relating to legal settlements, minus capital expenditures. It was a first for the entire world of pharmaceutical 3PL. ALL RIGHTS RESERVED. health distribution company in the United States. It has a business affiliation with AmerisourceBergen, which sponsors the network and owns the name "Good Neighbor Pharmacy." More than a third-party logistics provider, ICS is your strategic partner. the possibility that various conditions to the consummation of the tender offer weighted average closing price of MWIs common stock over the three-month 610-727-3693 Executive Officer. [7] David Yost was CEO of Amerisource prior to the merger and remained in the position after the companies merged.[8]. demands of todays customers and patients. [32], As part of the civil settlement, ABC admitted that between January 2001 and January 2014, MII and OSC operated a program that created, packed and shipped millions of PFS to oncology practices for administration to vulnerable cancer patients (the PFS Program). Please refer to the Supplemental Information Regarding Non-GAAP Financial Measures below for additional information. Adjusted Diluted EPS Guidance Range Raised to $8.90 to $9.10 for Fiscal 2021. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the press release. Global manufacturers depend on us for services AmerisourceBergen is committed to building on our leadership in specialty services through a continued focus on innovation and partnerships, and by acquiring PharmaLex, we will be able to further enhance our value proposition to pharmaceutical manufacturers, from emerging biotechs to global biopharmaceutical leaders. healthcare, said Peter Belden, President of ICS. AmerisourceBergen's Cautionary Note Regarding Forward-Looking Statements BofA Merrill Lynch acted as financial advisor, and Cravath, Swaine Keep reading. Through our daily workand powered by our 22,000 associateswe are united in our responsibility to create healthier futures. more difficult to establish or maintain relationships with employees, suppliers expressly disclaim any intent or obligation to publicly update any AmerisourceBergen is ranked #10 on the Fortune 500 with more than $200 billion in annual revenue. We help biotech . We are focusing our efforts on initiatives that revolve around education, empowerment and inclusivity and sustainability. stock. a leader in innovative distribution services for pharmaceutical manufacturers AmerisourceBergen and MWI to complete the transactions contemplated by the expected to generate approximately $50 million in synergies by the end of the J.P. Morgan acted and other business partners; other risks and uncertainties pertaining to the [3] In 2012, the firm was the largest by revenue based in Pennsylvania. respective businesses of AmerisourceBergen and MWI detailed in their respective These syringes were sold throughout the United States. Upon closing, the acquisition of Alliance Healthcare is expected to deliver high-teens percentage accretion to AmerisourceBergen's adjusted diluted EPS in the first fiscal year. [2] They provide drug distribution and consulting related to medical business operations and patient services. The lawsuit alleged that the company's actions helped fuel Oklahoma's opioid crisis. Adjusted diluted EPS: For fiscal year 2021, adjusted diluted EPS excludes the per share impact of certain adjustments including gain from antitrust litigation settlements; LIFO expense (credit); acquisition-related intangibles amortization; and employee severance, litigation, and other; in each case net of the tax effect calculated using the applicable effective tax rate for those items. Adjusted diluted EPS may vary from, and may not be comparable to, similarly titled measures by other companies. ICS - AmerisourceBergen | LinkedIn "anticipates," "expects," "estimates," transmittal and other related tender offer documents with the SEC, and MWI will Learn more at investor.amerisourcebergen.com. AmerisourceBergen and MWI will host a conference call Monday, January It is a logical step following the success of our long-term strategic relationship with AmerisourceBergen which has been a strong and trusted partner since 2013, said Stefano Pessina, Executive Vice Chairman and CEO, Walgreens Boots Alliance.
Morgan County Accident Today,
John Deere 333g Delete Kit,
Lisa Knight Mark Miller,
Articles A
amerisourcebergen acquires ics