Item 8.01. Other Events.
As
previously disclosed in its Current Report on Form 8-K on January 8, 2021, AmerisourceBergen Corporation (the “Company”
or “AmerisourceBergen”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) on January
6, 2021 with Walgreens Boots Alliance, Inc. (“WBA”) pursuant to which the Company will acquire from WBA the majority
of WBA’s Alliance Healthcare wholesale distribution businesses, together with certain pre-wholesale and other services, as
well as certain of WBA’s retail pharmacy operations (the “Business” or “Alliance Healthcare”) for
approximately $6.5 billion, composed of $6.275 billion in cash, subject to certain purchase price adjustments, and 2 million shares
of Company common stock.
The
Company is filing this Current Report on Form 8-K to provide certain financial information with respect to the Business.
The
following audited financial statements of the Business are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated
herein by reference:
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Independent Auditors’ Report of Deloitte & Touche LLP;
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Combined Balance Sheets as of August 31, 2020 and August 31, 2019;
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Combined Statements of Equity for the years ended August 31, 2020 and
August 31, 2019;
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Combined Statements of Earnings for the years ended August 31, 2020
and August 31, 2019;
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Combined Statements of Comprehensive Income for the years ended August
31, 2020 and August 31, 2019;
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Combined Statements of Cash Flows for the years ended August 31, 2020
and August 31, 2019; and
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Notes to Combined Financial Statements.
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The
following unaudited financial statements of the Business are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated
herein by reference:
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Unaudited Combined Condensed Balance Sheets as of November 30, 2020
and August 31, 2020;
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Unaudited Combined Condensed Statements of Equity for the three months
ended November 30, 2020 and November 30, 2019;
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Unaudited Combined Condensed Statements of Earnings for the three months
ended November 30, 2020 and November 30, 2019;
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Unaudited Combined Condensed Statements of Comprehensive Income for
the three months ended November 30, 2020 and November 30, 2019;
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Unaudited Combined Condensed Statements of Cash Flows for the three
months ended November 30, 2020 and November 30, 2019; and
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Notes to Combined Condensed Financial Statements (Unaudited).
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The
following unaudited condensed combined pro forma financial statements combining the historical consolidated financial statements
of the Company and the Business, reflecting an acquisition of the Business by the Company, are filed as Exhibit 99.3 to this Current
Report on Form 8-K and are incorporated herein by reference:
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Unaudited Condensed Combined Pro Forma Balance Sheet as of December 31, 2020;
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Unaudited Condensed Combined Pro Forma Statement of Operations for the year ended September 30,
2020 and for the three months ended December 31, 2020; and
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Notes to Unaudited Condensed Combined Pro Forma Financial Statements.
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The
consent of Deloitte & Touche LLP to the incorporation by reference in the Company’s Registration Statements of Deloitte
& Touche LLP’s report dated December 22, 2020, which forms a part of Exhibit 99.1, is filed as Exhibit 23.1 to this Current
Report on Form 8-K.
The
pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only.
It does not purport to represent the actual results of operations that the Company and the Business would have achieved had the
businesses been combined during the periods presented in the pro forma financial information and is not intended to project the
future results of operations that the combined businesses may achieve after the Company’s pending acquisition of the Business
is consummated.
Cautionary
Note Regarding Forward-Looking Statements
Certain of the
statements contained in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “expect,”
“likely,” “outlook,” “forecast,” “would,” “could,”
“should,” “can,” “project,” “intend,” “plan,”
“continue,” “sustain,” “synergy,” “on track,” “believe,”
“seek,” “estimate,” “anticipate,” “may,” “possible,”
“assume,” variations of such words, and similar expressions are intended to identify such forward-looking
statements. These statements are based on management’s current expectations and are subject to uncertainty and changes
in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are
based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those
indicated. Among the factors that could cause actual results to differ materially from those projected, anticipated, or
implied are the following: unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of
price inflation or deflation; competition and industry consolidation of both customers and suppliers resulting in increasing
pressure to reduce prices for our products and services; changes in the United States healthcare and regulatory environment,
including changes that could impact prescription drug reimbursement under Medicare and Medicaid; increasing governmental
regulations regarding the pharmaceutical supply channel; declining reimbursement rates for pharmaceuticals; continued federal
and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the
diversion of controlled substances; continued prosecution or suit by federal, state and other governmental entities of
alleged violations of laws and regulations regarding controlled substances, including due to failure to achieve a global
resolution of the multi-district opioid litigation and other related state court litigation, and any related disputes,
including shareholder derivative lawsuits; increased federal scrutiny and litigation, including qui tam litigation, for
alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical
products or services, and associated reserves and costs; failure to comply with the Corporate Integrity Agreement; material
adverse resolution of pending legal proceedings; the retention of key customer or supplier relationships under less favorable
economics or the adverse resolution of any contract or other dispute with customers or suppliers; changes to customer or
supplier payment terms, including as a result of the COVID-19 impact on such payment terms; the Company’s ability to
consummate the proposed acquisition of WBA’s Alliance Healthcare businesses and related strategic transactions; the
regulatory approvals required for the proposed acquisition and related strategic transactions not being obtained on the terms
expected or on the anticipated schedule or at all; the integration of the Alliance Healthcare businesses into the Company
being more difficult, time consuming or costly than expected; the Company’s or Alliance Healthcare’s failure to
achieve expected or targeted future financial and operating performance and results; the effects of disruption from the
proposed acquisition and related strategic transactions on the respective businesses of the Company and Alliance Healthcare
and the fact that the announcement or pendency of the proposed acquisition and related strategic transactions may make it
more difficult to establish or maintain relationships with employees, suppliers and other business partners; the acquisition
of businesses, including the proposed acquisition of the Alliance Healthcare businesses and related strategic transactions,
that do not perform as expected, or that are difficult to integrate or control, or the inability to capture all of the
anticipated synergies related thereto or to capture the anticipated synergies within the expected time period; risks
associated with the strategic, long-term relationship between WBA and the Company, including with respect to the
pharmaceutical distribution agreement and/or the global generic purchasing services arrangement; managing foreign expansion,
including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws
and regulations; financial market volatility and disruption; changes in tax laws or legislative initiatives that could
adversely affect the Company’s tax positions and/or the Company’s tax liabilities or adverse resolution of
challenges to the Company’s tax positions; substantial defaults in payment, material reduction in purchases by or the
loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19; the loss, bankruptcy or insolvency of
a major supplier, including as a result of COVID-19; financial and other impacts of COVID-19 on our operations or business
continuity; changes to the customer or supplier mix; malfunction, failure or breach of sophisticated information systems to
operate as designed; risks generally associated with data privacy regulation and the international transfer of personal data;
natural disasters or other unexpected events that affect the Company’s operations; the impairment of goodwill or other
intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to
earnings; the Company’s ability to manage and complete divestitures; the disruption of the Company’s cash flow
and ability to return value to its stockholders in accordance with its past practices; interest rate and foreign currency
exchange rate fluctuations; declining economic conditions in the United States and abroad; and other economic, business,
competitive, legal, tax, regulatory and/or operational factors affecting the Company’s business generally. Certain
additional factors that management believes could cause actual outcomes and results to differ materially from those described
in forward-looking statements are set forth (i) elsewhere in this report (including in Item 1A (Risk Factors)), (ii) in Item
1A (Risk Factors), in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and
elsewhere in that report and (iii) in other reports filed by the Company pursuant to the Securities Exchange Act. The Company
undertakes no obligation to publicly update or revise any forward-looking statements, except as required by the federal
securities laws.