AmerisourceBergen Corporation (NYSE: ABC) today announced that
it priced $750 million aggregate principal amount of its 3.45%
Senior Notes due December 15, 2027 (the “2027 Notes”) and $500
million aggregate principal amount of its 4.30% Senior Notes due
December 15, 2047 (the “2047 Notes” and, together with the 2027
Notes, the “Notes”), in an underwritten registered public offering.
The offering is being made pursuant to an effective shelf
registration statement AmerisourceBergen filed with the Securities
and Exchange Commission (the “SEC”) on November 24, 2015. The
offering is expected to close on December 4, 2017, subject to
customary closing conditions. AmerisourceBergen intends to use the
net proceeds from the offering to finance the previously disclosed
proposed acquisition (the “Acquisition”) of H. D. Smith and related
fees and expenses, to redeem all of its 4 7/8% Senior Notes due
November 15, 2019 and for general corporate purposes. The offering
is not contingent on the consummation of the Acquisition which, if
completed, will occur subsequent to the closing of the offering. In
the event that the Acquisition is not completed on or before May
20, 2018, or, if prior to such time, the acquisition agreement is
terminated, other than in connection with the consummation of the
Acquisition, and is not otherwise amended or replaced, then the
2047 Notes are subject to mandatory redemption, in whole but not in
part, at a redemption price equal to 101% of the aggregate
principal amount of the 2047 Notes, plus accrued and unpaid
interest to, but not including, the redemption date. The Notes
offering is expected to close prior to the consummation of the
Acquisition.
The joint book-running managers for the offering are Citigroup
Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated. Earlier today,
AmerisourceBergen filed a preliminary prospectus supplement and an
accompanying prospectus with the SEC in connection with the
offering of the Notes. Copies of these materials can be made
available by contacting: Citigroup Global Markets Inc., c/o
Broadridge Financial Services, 1155 Long Island Avenue, Edgewood,
NY 11717 or by telephone at 1-800-831-9146; J.P. Morgan Securities
LLC at 383 Madison Avenue, New York, New York, 10179, Attention:
High Grade Syndicate Desk or by telephone at 1-212-834-4533; or
Merrill Lynch, Pierce, Fenner & Smith Incorporated at
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255-0001 Attention: Prospectus Department or by telephone at
1-800-294-1322. Electronic copies of the preliminary prospectus
supplement and accompanying prospectus are also available on the
SEC’s Web site at www.sec.gov.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any
sale of the Notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About AmerisourceBergen
AmerisourceBergen provides pharmaceutical products,
value-driving services and business solutions that improve access
to care. Tens of thousands of healthcare providers, veterinary
practices and livestock producers trust us as their partner in the
pharmaceutical supply chain. Global manufacturers depend on us for
services that drive commercial success for their products. Through
our daily work—and powered by our 20,000 associates—we are united
in our responsibility to create healthier futures.
AmerisourceBergen is ranked #11 on the Fortune 500, with more than
$150 billion in annual revenue. The company is headquartered in
Valley Forge, Pa. and has a presence in 50+ countries.
AmerisourceBergen's Cautionary Note Regarding Forward-Looking
Statements
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 and Section 21E of the Securities
Exchange Act of 1934. Words such as “expect,” “likely,” “outlook,”
“forecast,” “would,” “could,” “should,” “can,” “will,” “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
statements are based on management’s current expectations and are
subject to uncertainty and change in circumstances. These
statements are not guarantees of future performance and are based
on assumptions that could prove incorrect or could cause actual
results to vary materially from those indicated. 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 pharmaceutical market growth rates; 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 and pharmaceutical
compounding; declining reimbursement rates for pharmaceuticals;
federal and state government enforcement initiatives to detect and
prevent suspicious orders of controlled substances and the
diversion of controlled substances; increased public concern over
the abuse of opioid medications; prosecution or suit by federal,
state and other governmental entities of alleged violations of laws
and regulations regarding controlled substances, 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, including the reserve
recorded in connection with the proceedings with the United States
Attorney’s Office for the Eastern District of New York; 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; risks associated with the strategic,
long-term relationship between Walgreens Boots Alliance, Inc. and
the Company, including principally with respect to the
pharmaceutical distribution agreement and/or the global generic
purchasing services arrangement; 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; regulatory action in
connection with the production, labeling or packaging of products
compounded by our compounded sterile preparations (CSP) business;
failure to realize the expected benefits from our reorganization
and other business process initiatives; managing foreign expansion,
including non-compliance with the U.S. Foreign Corrupt Practices
Act, anti-bribery laws and economic sanctions and import laws and
regulations; declining economic conditions in the United States and
abroad; financial market volatility and disruption; substantial
defaults in payment, material reduction in purchases by or the
loss, bankruptcy or insolvency of a major customer; the loss,
bankruptcy or insolvency of a major supplier; 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 that affect the Company’s operations; the
impairment of goodwill or other intangible assets, resulting in a
charge to earnings; the acquisition of businesses that do not
perform as expected, or that are difficult to integrate or control,
including the integration of H. D. Smith and PharMEDium, 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 uncertainties as to the timing
and completion of the acquisition of H. D. Smith, including
relating to the timing, receipt and terms and conditions of any
required governmental and regulatory approvals for the proposed
transaction that could reduce anticipated benefits or cause the
parties to abandon the transaction; the possibility that various
conditions to the consummation of the acquisition of H. D. Smith
may not be satisfied or waived; the effects of disruption from the
transactions on the respective businesses of the Company and H. D.
Smith and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain
relationships with employees, suppliers, customers and other
business partners; 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; and other economic, business, competitive, legal,
tax, regulatory and/or operational factors affecting the Company’s
business generally. Certain additional factors that management
believes could cause actual outcomes and results to differ
materially from those described in forward-looking statements are
set forth (i) in Item 1A (Risk Factors) in the Company’s Annual
Report on Form 10-K for the fiscal year ended September 30, 2017
and elsewhere in that report and (ii) in other reports filed by the
Company pursuant to the Securities Exchange Act.
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version on businesswire.com: http://www.businesswire.com/news/home/20171129006305/en/
AmerisourceBergen CorporationKeri P. MattoxVice
President, Corporate & Investor
Relations610-576-7801kmattox@amerisourcebergen.comorBennett
MurphyDirector, Corporate & Investor
Relations610-727-3693bmurphy@amerisourcebergen.com
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