AmerisourceBergen Commences Tender Offer to Acquire MWI Veterinary Supply, Inc.
January 26 2015 - 7:30AM
Business Wire
AmerisourceBergen (NYSE:ABC) today announced that it has
commenced a tender offer to purchase all outstanding shares of MWI
Veterinary Supply, Inc. (NASDAQ:MWIV) for $190.00 per share, net to
the seller in cash, without interest, less any applicable
withholding taxes. The tender offer is being made pursuant to the
merger agreement entered into by AmerisourceBergen and MWI and
announced on January 12, 2015.
Unless extended, the tender offer will expire at 11:59 p.m., New
York City time, on February 23, 2015. The completion of the tender
offer is subject to the tender of at least a majority of MWI’s
outstanding shares of common stock (on a fully diluted basis) and
other customary closing conditions, including the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act.
AmerisourceBergen will today file with the U.S. Securities and
Exchange Commission (“SEC”) a tender offer statement on Schedule TO
which sets forth in detail the terms of the tender offer.
Additionally, MWI will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 that
includes the unanimous recommendation of MWI’s board of directors
that MWI stockholders accept the tender offer and tender their MWI
shares.
The Information Agent for the tender offer is Georgeson Inc. MWI
stockholders who need additional copies of the Offer to Purchase,
Letter of Transmittal or related materials or who have questions
regarding the tender offer should contact the Information Agent
toll-free at (866) 277-8239 or contact via e-mail at
MWIV@georgeson.com.
Computershare Trust Company, N.A. is acting as depositary for
the tender offer. BofA Merrill Lynch is acting as dealer manager
for the tender offer, and Cravath, Swaine & Moore LLP is acting
as legal counsel to AmerisourceBergen.
About MWI Veterinary Supply
MWI Veterinary Supply, Inc. is a leading distributor of animal
health products across the United States of America and United
Kingdom. MWI sells more than 50,000 products, of which over 25,000
are stocked in its distribution centers, sourced from nearly 1,000
vendors. Products MWI sells include pharmaceuticals, vaccines,
parasiticides, diagnostics, capital equipment, supplies, veterinary
pet food and nutritional products. MWI markets these products to
its customers in both the companion animal and production animal
markets, and also offers its customers a variety of value-added
services, including on-line ordering via its e-commerce platform,
technology management systems, pharmacy fulfillment, inventory
management system, equipment procurement consultation and special
order fulfillment.
About AmerisourceBergen
AmerisourceBergen is one of the largest global pharmaceutical
sourcing and distribution services companies, helping both
healthcare providers and pharmaceutical and biotech manufacturers
improve patient access to products and enhance patient care. With
services ranging from drug distribution and niche premium logistics
to reimbursement and pharmaceutical consulting services,
AmerisourceBergen delivers innovative programs and solutions across
the pharmaceutical supply channel. With nearly $120 billion in
annual revenue, AmerisourceBergen is headquartered in Valley Forge,
PA, and employs approximately 14,000 people. AmerisourceBergen is
ranked #28 on the Fortune 500 list. For more information, go to
www.amerisourcebergen.com.
Forward-Looking Statements
This communication may contain forward-looking statements
concerning AmerisourceBergen, MWI and the proposed transaction,
which describe or are based on current expectations. Actual results
may differ materially from these expectations. Any statements that
are not historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates," "will,"
and similar expressions) should also be considered to be
forward-looking statements. Such forward-looking statements include
the anticipated changes in the business environment in which
AmerisourceBergen or MWI operates and in AmerisourceBergen's future
operating results relating to the potential benefits of a
transaction with MWI and the ability of AmerisourceBergen and MWI
to complete the transactions contemplated by the merger agreement,
including the parties’ ability to satisfy the conditions to the
transaction set forth in the merger agreement. Actual results may
differ materially from current expectations because of risks
associated with uncertainties as to the timing of the tender offer
and the subsequent merger; the possibility that various conditions
to the consummation of the tender offer or the merger may not be
satisfied or waived; the effects of disruption from the
transactions on the respective businesses of AmerisourceBergen and
MWI and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain
relationships with employees, suppliers and other business
partners; other risks and uncertainties pertaining to the
respective businesses of AmerisourceBergen and MWI detailed in
their respective filings with the SEC from time to time.
Forward-looking statements in this document should be evaluated
together with the many uncertainties that affect the respective
businesses of AmerisourceBergen and MWI, particularly those
mentioned in the risk factors and other cautionary statements in
each parties’ respective 2014 Annual Report on Form 10-K and in
other reports filed with the SEC. The reader is cautioned not to
rely unduly on these forward-looking statements. AmerisourceBergen
and MWI expressly disclaim any intent or obligation to publicly
update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of MWI common stock. AmerisourceBergen will file with the
SEC a tender offer statement on Schedule TO regarding the tender
offer described herein, and MWI will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 regarding
such tender offer. MWI’s stockholders are strongly advised to
read these tender offer materials, as well as any other documents
relating to the tender offer and the associated transactions that
are filed with the SEC, carefully and in their entirety when they
become available, as they may be amended from time to time, because
they will contain important information about the tender offer that
MWI’s stockholders should consider prior to making any decisions
with respect to the tender offer. Once filed, stockholders of
MWI will be able to obtain a free copy of these documents at the
website maintained by the SEC at www.sec.gov, by directing a
request to AmerisourceBergen at Investor Relations,
AmerisourceBergen, 1300 Morris Drive, Chesterbrook, PA 19087 or
from MWI at www.mwivet.com.
AmerisourceBergenBarbara BrungessVice President,
Corporate & Investor
Relations610-727-7199bbrungess@amerisourcebergen.comorMWI
Veterinary SupplyMary Pat ThompsonSenior Vice President of
Finance and Administration, and
CFO208-955-8930mthompson@mwivet.com
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