Omnicare Announces Conversion Rate Adjustments for Convertible Notes
19 August 2015 - 7:10AM
CINCINNATI,
August 18, 2015 - Omnicare, Inc. (the "Company") announced
today an adjustment to the conversion rate of its (i) 3.75%
Convertible Senior Subordinated Notes due 2025 (the "2025 Notes"),
(ii) 3.50% Convertible Senior Subordinated Notes due 2044 (the
"2044 Notes"), (iii) 3.25% Convertible Senior Debentures due 2035
(the "Debentures") and (iv) 3.25% Convertible Senior Exchange
Debentures due 2035 (the "Exchange Debentures" and, together with
the Debentures, the "2035 Debentures"). Effective August 18, 2015,
the adjusted conversion rate for (i) the 2025 Notes is 37.7191
shares of common stock per $1,000 principal amount, (ii) the 2044
Notes is 14.3863 shares of common stock per $1,000 principal
amount, provided, that, the conversion rate with respect to any
conversions "in connection with" the Non-Stock Change of Control,
as defined in the applicable indenture, is 15.2307 and (iii) the
2035 Debentures is 13.0483 shares of common stock per $1,000
principal amount; provided, that, the conversion rate with respect
to any conversions "in connection with" the Non-Stock Change of
Control, as defined in the applicable indenture, is 13.1278.
The conversion rates were
initially adjusted in connection with the Company's regular
quarterly dividend payments. The further adjustments to the
conversion rates "in connection with" the Non-Stock Change of
Control, are in connection with the consummation of the
transactions contemplated by the Agreement and Plan of Merger,
dated as of May 20, 2015, by and among the Company, CVS Pharmacy,
Inc., a Rhode Island corporation ("CVS Pharmacy"), and Tree Merger
Sub, Inc. ("Merger Sub"), a Delaware corporation and wholly owned
subsidiary of CVS Pharmacy, pursuant to which Merger Sub merged
with and into the Company, with the Company continuing as the
surviving company and a wholly owned subsidiary of CVS
Pharmacy.
About Omnicare
Omnicare, Inc., a wholly owned
subsidiary of CVS Health Corporation, provides comprehensive
pharmaceutical services to patients and providers across the United
States. As the market-leader in professional pharmacy,
related consulting and data management services for skilled
nursing, assisted living and other chronic care institutions,
Omnicare leverages its unparalleled clinical insight into the
geriatric market along with some of the industry's most innovative
technological capabilities to the benefit of its long-term care
customers. Omnicare also provides specialty pharmacy and key
commercialization services for the bio-pharmaceutical industry
through its Specialty Care Group. For more information, visit
www.omnicare.com.
# # #
Contact:
Patrick C. Lee
(513) 719-1507
patrick.lee@omnicare.com
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Omnicare via Globenewswire
HUG#1946363
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