NeighborCare Issues Statement
BALTIMORE, June 3 /PRNewswire-FirstCall/ --
NeighborCare, Inc. (NASDAQ:NCRX)
today confirmed it has received a letter from Omnicare, Inc. (NYSE:OCR) stating
that it intends to commence a tender offer to purchase all of the outstanding
shares of NeighborCare for $30 per share in cash. The Board has reviewed and
rejected two previous, similar proposals at this same price.
If a tender offer is indeed commenced, the Board of NeighborCare will,
consistent with its fiduciary duties and responsibilities under Pennsylvania
law, review the offer and make a recommendation to NeighborCare shareholders.
Shareholders are urged not to take any action with respect to any offer until
the Board makes a recommendation.
Goldman, Sachs & Co. and Wachtell Lipton Rosen & Katz have been retained by
NeighborCare to assist the Board.
About NeighborCare, Inc.
NeighborCare, Inc. (NASDAQ:NCRX) is one of the nation's leading institutional
pharmacy providers serving long term care and skilled nursing facilities,
specialty hospitals, assisted and independent living communities, and other
assorted group settings. NeighborCare also provides infusion therapy services,
home medical equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing. In total, NeighborCare's operations span the
nation, providing pharmaceutical services in 32 states and the District of
Columbia.
Visit our website at http://www.neighborcare.com/.
Statements made in this release, our website and in our other public filings
and releases, which are not historical facts contain "forward-looking"
statements (as defined in the Private Securities Litigation Reform Act of 1995)
that involve risks and uncertainties and are subject to change at any time.
These forward-looking statements may include, but are not limited to,
statements containing words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend," "may," "target" and similar expressions. Such
forward looking statements include, without limitation, statements regarding
the effect of the spin-off on our operations, expected changes in reimbursement
rates and inflationary increases in state Medicaid rates. Factors that could
cause actual results to differ materially include, but are not limited to, the
following: costs, changes in the reimbursement rates or methods of payment from
Medicare or Medicaid, or the implementation of other measures to reduce
reimbursement for our services; changes in pharmacy legislation and payment
formulas; the expiration of enactments providing for additional government
funding; efforts of third party payors to control costs; the impact of federal
and state regulations; changes in payor mix and payment methodologies; further
consolidation of managed care organizations and other third party payors;
competition in our business; an increase in insurance costs and potential
liability for losses not covered by, or in excess of, our insurance;
competition for qualified staff in the healthcare industry; our ability to
control operating costs, and generate sufficient cash flow to meet operational
and financial requirements; an economic downturn or changes in the laws
affecting our business in those markets in which we operate; and that there can
be no assurance that the spin-off transaction will increase shareholder value.
The forward-looking statements involve known and unknown risks, uncertainties
and other factors that are, in some cases, beyond our control. We caution
investors that any forward-looking statements made by us are not guarantees of
future performance. We disclaim any obligation to update any such factors or
to announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments.
DATASOURCE: NeighborCare, Inc.
CONTACT: Investor Contact: Tania Almond, Investor Relations,
NeighborCare, Inc., +1-410-528-7555, or Media Contact: Denise DesChenes, or
Dan Gagnier, both of Citigate Sard Verbinnen, +1-212-687-8080, for
NeighborCare
Web site: http://www.neighborcare.com/