Thursday, January 16, 2003

Much-argued Omnicare deal done



By James Pilcher
The Cincinnati Enquirer

Covington-based pharmacy services company Omnicare Inc. Wednesday said its tender offer for rival NCS HealthCare Inc. of suburban Cleveland had finally been completed, ending an almost seven-month legal and financial battle.

Omnicare paid $5.50 a share, or about $135 million for the company, and will pick up about $330 million in NCS debt.

The purchase solidifies Omnicare as the market leader in the institutional pharmacy services industry.

The company has previously said the acquisition would add almost $700 million to its annual sales, which will total about $3.3 billion.

Adding about 199,000 residents of nursing homes and assisted living centers provided by NCS, Omnicare now will provide services to about 945,000, the company said.

But it took months of legal wrangling to finish the deal. NCS in July had accepted a lower offer from another company, Genesis Health Ventures, leading to several suits and countersuits in Delaware courts, where many U.S. companies are incorporated.

In a decision that could have major ramifications for all corporate law, that state's Supreme Court ultimately ruled in December that NCS's board of directors did not fulfill its responsibility to its shareholders by accepting the smaller offer.

That opened the door for Omnicare, which raised its offer to the final level after the ruling. Omnicare also said in a statement that it intended to begin the merger with NCS as soon as today.

The final deal calls for the direct payment of $5.15 a share to NCS shareholders, with the remainder to be set aside to allow the NCS shareholders who sued that company's board to pay their lawyers.

Omnicare stock closed at $25.30 Wednesday, down 51 cents.

E-mail jpilcher@enquirer.com



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