Omnicare Proposes to Acquire PharMerica for $15.00 Per Share in Cash

Omnicare OCR today announced that it has sent a letter to PharMerica Corporation PMC proposing to purchase all of the outstanding shares of PharMerica common stock for $15.00 per share in cash. The transaction is valued at approximately $716 million, which includes PharMerica`s net debt. Omnicare`s all-cash proposal represents a 37.2% premium over PharMerica`s closing stock price on August 22, 2011 and a 25.9% premium over the average closing price for the one-month period ended August 22, 2011. "PharMerica represents an excellent strategic fit for Omnicare," said John Figueroa, chief executive officer of Omnicare. "We believe this proposal presents a compelling opportunity for PharMerica stockholders to realize value for their shares not likely to be available in the market place or in other business combination opportunities. Bringing together our complementary businesses would enable the combined company to benefit from enhanced scale and operational efficiencies, and a broader array of service offerings. In addition, the proposed transaction is consistent with the country`s effort to lower overall healthcare costs and is expected to help our customers manage and respond to the ongoing industry cost pressures. Omnicare has a proven track record of integrating companies to maximize value for stockholders and to best serve its customers." "We look forward to PharMerica`s careful consideration of our proposal and an open dialogue with its Board of Directors to complete this transaction. We are surprised that PharMerica has declined our repeated efforts to engage in negotiations, particularly as it was PharMerica who first approached us regarding a transaction. Working together, we believe we can reach a mutually agreeable transaction in a quick and efficient manner that will benefit both companies and their respective stockholders and other constituencies. While it remains our strong preference to reach a negotiated agreement with PharMerica, should they continue to refuse to engage with us regarding this potential value-creating transaction, we plan to submit our proposal directly to PharMerica stockholders," added Mr. Figueroa.