Omnicare Announces Offering of $500 Million of Convertible Senior Subordinated Notes Due 2025

COVINGTON, Ky.--(BUSINESS WIRE)-- Omnicare, Inc. (NYSE: OCR) (the “Company”) today announced that it intends to offer $500 million aggregate principal amount of its convertible senior subordinated notes due 2025, pursuant to a preliminary prospectus supplement filed with the Securities and Exchange Commission under the Company’s shelf registration statement. The Company intends to grant the underwriters an option to purchase an additional $75 million of convertible notes to cover over-allotments.

The Company expects to use the net proceeds from the offering of the convertible senior subordinated notes to repurchase up to $525 million aggregate principal amount of its 3.25% convertible debentures due 2035 pursuant to a tender offer launched on November 17, 2010. The consummation of the tender offer is conditioned upon, among other things, the completion of the offering of convertible notes. The offering of convertible notes is not, however, conditioned upon the consummation of the tender offer. The Company intends to use all or a portion of any excess proceeds to repurchase or repay outstanding debt. The remaining net proceeds from this offering, if any, will be used for general corporate purposes.

Barclays Capital, Goldman, Sachs & Co. and J.P. Morgan are acting as joint book-running managers for the convertible senior subordinated notes offering. Copies of the preliminary prospectus supplement and related shelf registration statement may be obtained from Barclays Capital, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: [email protected] or over the Internet from the Securities and Exchange Commission’s website at

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such states. This news release also does not constitute an offer to buy or the solicitation of an offer to sell any securities.

About Omnicare, Inc.

Omnicare, Inc., a Fortune 500 company based in Covington, Kentucky, is a leading provider of pharmaceutical care for the elderly. Omnicare serves residents in long-term care facilities, chronic care and other settings comprising approximately 1.4 million beds in 47 states, the District of Columbia and Canada. Omnicare is the largest U.S. provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers as well as for hospice patients in homecare and other settings. Omnicare's pharmacy services also include distribution and patient assistance services for specialty pharmaceuticals. Omnicare offers clinical research services for the pharmaceutical and biotechnology industries in 32 countries worldwide.

Forward-Looking Statements

In addition to historical information, this press release contains certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made on the basis of management's views and assumptions regarding business performance as of the time the statements are made, and management does not undertake any obligation to update these statements. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to "beliefs," "expectations," "anticipations," "intentions" or similar words) and all statements which are not statements of historical fact. These forward-looking statements, together with other statements that are not historical, involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of the Company, include, but are not limited to: overall economic, financial, political and business conditions; and other risks and uncertainties described in the Company's reports and filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, the Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.


Omnicare, Inc.
Patrick C. Lee, 859-392-3444
[email protected]

KEYWORDS:   United States  North America  Ohio

INDUSTRY KEYWORDS:   Health  Hospitals  Pharmaceutical  General Health