With the acquisition of Omnicare, CVS Health will significantly expand its ability to dispense prescriptions in assisted living and long term care facilities, serving the senior patient population. CVS Health will also expand its presence in the rapidly growing specialty pharmacy business.
The deal value (including assumption of debt) is $12.7B. The buyout price is a 6% premium to OCR’s closing price on 5/19/15.
Under the terms of the agreement, which has been approved by the Boards of Directors of both companies, holders of BRLI common stock will receive 2.75 shares of OPKO common stock for each share of BRLI common stock. Based on a closing price of $19.12 per share of OPKO common stock on June 3, 2015, the transaction is valued at approximately $1.47 billion, or $52.58 per share of BRLI common stock. The Companies expect the transaction to be completed during the second half of 2015. Closing of the transaction is subject to approval of Bio-Reference Laboratories’ shareholders and other customary conditions.
The nominal consideration of $52.58 represents a 60% premium to BRLI’s closing price yesterday; however, OPK is trading sharply down today, so the exchange value of 2.75 OPK shares is currently worth about $48.
* Adjusted for cash/debt on acquired company’s balance sheet.
‡ Relative to “unaffected” share price in cases where a buyout offer or auction was made public; excludes contingent values unless otherwise specified.
® Reverse merger with private or non-US company.
n Premium relative to 2/24/15 (before leak of buyout bidding war).
p Premium relative to 8/18/14 (before speculation re AGN takeover).
q Premium relative to 4/10/14 (before Pershing Sq accumulation).
s Premium excludes contingent fees and is calculated from 12/13/13 close, the day before ENDP offer.
t For 42% of company not already owned.
u Includes $1.7B assumption of debt; premium relative to 3/27/12 close, when Bloomberg reported BMY bid. AZN pays BMY $3.4B to put AMLN’s portfolio into 50/50 JV.
v Excluding CVR of $4-14/sh; premium relative to 7/22/10 close.
w For 44% of DNA not already owned.
x Price includes entire deal in three stages; 17% premium is the blended avg price of NVS’ purchases ($164) relative to ACL’s market price 4/4/08 immediately prior to announcement of first stage of deal.
y Includes $0.45/sh of contingent payments.
z Liquidated by Deerfield following failed merger with Archemix.