AmerisourceBergen to Acquire PharMEDium Healthcare Holdings, Inc.

AmerisourceBergen has announced that it has signed a definitive agreement to purchase PharMEDium Healthcare Holdings, Inc., the privately held provider of outsourced compounded sterile preparations (CSPs) to acute care hospitals in the United States, from Clayton, Dubilier & Rice for $2.575 billion in cash, subject to certain adjustments and on a cash-free, debt-free basis.

AmerisourceBergen says that the acquisition is expected to be $0.22 to $0.26 accretive to the Company’s adjusted earnings per share in fiscal 2016 on a net basis, and is expected to generate approximately $30 million in synergies by fiscal 2018. The transaction is subject to regulatory review and other customary closing conditions, and is expected to close in the first quarter of fiscal 2016, which ends December 31, 2015. This acquisition was not contemplated in the previous guidance the Company gave for adjusted earnings per share growth in fiscal 2016 in the low teens range on a percentage basis. Therefore, upon closing, the contribution from the acquisition will be incremental to our previous expectations.

PharMEDium is provider of customized outsourced CSPs that meet specific hospital and physician clinical needs and quality standards in formulations that are not otherwise commercially available. PharMEDium will become a part of AmerisourceBergen Drug Corporation.

“The acquisition of PharMEDium strengthens our core business and meaningfully expands our innovative service offerings for health systems,” said Steven H. Collis, AmerisourceBergen President and Chief Executive Officer.

“PharMEDium’s impressive track record of growth and proven ability to consistently deliver high quality CSPs in key therapeutic areas make them the undisputed leader in an important growth area of the U.S. healthcare market. PharMEDium is a compelling addition to our business, which allows us to provide differentiated offerings and further increases our ability to drive both value and efficiency for our health systems customers in a way that enhances patient safety and helps improve patient outcomes.”

“We are excited about this transaction, which brings together two great brands built on the same strong foundation of patient safety and quality, service excellence and value to our customers,” said William R. Spalding, PharMEDium Chief Executive Officer. “We are confident in our ability to leverage the depth and breadth of the AmerisourceBergen organization to further enhance the efficiency and effectiveness of our hospital pharmacy CSP services and solutions.”

Morgan Stanley & Co. LLC acted as financial advisor, and Cravath, Swaine & Moore LLP provided legal counsel to AmerisourceBergen. J.P. Morgan Securities LLC and Credit Suisse acted as financial advisors, and Debevoise & Plimpton LLP and K&L Gates LLP provided legal counsel to PharMEDium.

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