Filed by Genesis Health Ventures, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: NCS HealthCare, Inc.
Commission File No: 0-27602
ON JULY 29, 2002, GENESIS HEALTH VENTURES ISSUED THE FOLLOWING PRESS RELEASE:
FOR IMMEDIATE RELEASE
CONTACT: George V. Hager Jr. Gerald D. Stethem
EVP & CFO SVP & CFO
Genesis Health Ventures, Inc. NCS HealthCare, Inc.
610-444-6350 216-378-6808
GENESIS HEALTH VENTURES TO ACQUIRE NCS HEALTHCARE
TRANSACTION CREATES SECOND LARGEST INSTITUTIONAL PHARMACY IN THE U.S.
o NeighborCare Nearly Doubles its Number of Institutional Beds
Served
o Scale Provides Cost Synergies & Enhances Growth Potential
Kennett Square, PA--(July 29, 2002) Genesis Health Ventures, Inc. (NASDAQ: GHVI)
today announced that it has entered into a merger agreement to acquire NCS
HealthCare, Inc. (NCSS: OB), the fourth largest institutional pharmacy provider
in the United States. In the merger, each share of NCS common stock
(approximately 23.7 million shares outstanding) will be exchanged for 0.1 of a
share of Genesis common stock.
The merger will consolidate operations of NCS and NeighborCare, Genesis Health
Ventures' pharmacy subsidiary, under the NeighborCare banner, making
NeighborCare the second largest long-term care pharmacy provider in the United
States with over $1.8 billion in annual revenues. NeighborCare, currently the
third largest institutional pharmacy provider in the U.S., serves approximately
248,000 long-term care beds in 33 states, while NCS serves over 203,000 beds,
adding 7 states to NeighborCare's market.
"The combination of NCS and NeighborCare makes us a more powerful player in the
institutional pharmacy business and well positioned to serve long-term care
providers nationwide," said Robert Fish, Genesis' CEO. "As a result of this
transaction, NeighborCare will nearly double the number of institutional beds it
serves and will generate approximately 60% of Genesis' revenues. This is an
important step toward our stated strategy of building the healthcare services
side of our business."
At the closing of the transaction, Genesis will repay in full the outstanding
debt of NCS which includes $206 million of senior debt, and will redeem $102
million of 5.75% convertible subordinated debentures, including any accrued and
unpaid interest. In total, the transaction is valued at $340 million, net of the
application of approximately $20 million in excess cash at NCS.
NCS stockholders representing approximately 65% of the voting power in NCS have
agreed to vote in favor of the merger. The merger has been approved by the
Boards of Directors of both Genesis and NCS, as well as by a special committee
of independent directors of NCS. Genesis and NCS will file with the Securities
and Exchange Commission a proxy statement/prospectus and other relevant
documents concerning the proposed merger transaction. Consummation of the
transaction, which is expected to occur in the fourth calendar quarter, is
subject to regulatory approval and other customary conditions.
Genesis intends to finance the cash portion of the purchase price with existing
cash on hand, which was approximately $103 million as of June 30, 2002, and an
increase in its senior credit facility. Based on NCS' current operating income,
the transaction is not expected to materially change Genesis' leverage profile.
NCS' earnings before interest, taxes, depreciation and amortization (EBITDA) was
$8.1 million for its third quarter ended March 31, 2002. Reported EBITDA
included approximately $2.4 million in debt restructuring and other related
expenses.
Genesis believes the acquisition is accretive to earnings based upon NCS'
operating performance before the realization of synergies. Expected synergies of
$15 to $25 million include the benefits of increased scale, which will
significantly improve purchasing leverage, and efficiencies created through site
consolidation, overhead reduction and distribution logistics. Furthermore, the
merger will create a common platform for the development and implementation of
industry-leading technologies.
"We are excited about the NCS transaction", said Robert Smith, President of
NeighborCare. "NCS brings a large and diverse customer base built with an
operating model focused more on standalone skilled nursing facilities and
smaller chain providers. We believe this will greatly enhance NeighborCare's
ability to grow."
"The strategic combination of NCS and NeighborCare delivers value to all
stakeholders", said NCS HealthCare's CEO Kevin Shaw. "Our customers will benefit
from our improved competitive position and a continuing commitment to focus on
our patients -- a value long shared by both NCS and NeighborCare. Together, our
companies have national scale, a deep commitment to customer service and
industry-leading technology."
Genesis Health Ventures (GHVI) provides healthcare services to America's elders
through a network of NeighborCare pharmacies and Genesis ElderCare skilled
nursing and assisted living facilities. Other Genesis healthcare services
include rehabilitation and hospitality services, group purchasing, consulting
and facility management. Visit the Genesis website at http://www.ghv.com
NCS HealthCare, Inc., (NCSS: OB) is a leading provider of pharmaceutical and
related services to long-term care facilities, including skilled nursing
centers, assisted living facilities and hospitals.
Statements made in this release, and in our other public filings and releases,
that are not historical facts contain "forward-looking" statements (as defined
in the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties and are subject to change at any time. These forward-looking
statements may include, but are not limited to, statements containing words such
as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and
similar expressions. Factors that could cause actual results to differ
materially include, but are not limited to, the following: changes in the
reimbursement rates or methods of payment from Medicare or Medicaid, or the
implementation of other measures to reduce reimbursement for our services;
changes in pharmacy legislation and payment formulas; the expiration of
enactments providing for
additional government funding; efforts of third-party payors to control costs;
the impact of federal and state regulations; changes in payor mix and payment
methodologies; further consolidation of managed care organizations and other
third-party payors; competition in our business; litigation regarding our
NeighborCare pharmacy operations' provision of service to HCR Manor Care; an
increase in insurance costs and potential liability for losses not covered by,
or in excess of, our insurance; competition for qualified staff in the
healthcare industry; our ability to control operating costs, return to
profitability and generate sufficient cash flow to meet operational and
financial requirements; the impact of acquisitions, divestitures and
restructurings and other unusual items, including our ability to obtain the
anticipated results and synergies from the proposed merger transaction and the
increased uncertainty created by the integration of the two businesses; and an
economic downturn or changes in the laws affecting our business in those markets
in which we operate. Genesis and NCS disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. This information is presented solely to
provide additional information to further understand the companies.
Genesis and NCS will file with the Securities and Exchange Commission (the
"SEC") a proxy statement/prospectus and other relevant documents concerning the
proposed merger transaction. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be
able to obtain the documents free of charge at the website maintained by the SEC
at www.sec.gov. In addition, you may obtain documents filed with the SEC by
Genesis free of charge by directing a request in writing to:
Genesis Health Ventures, Inc.
Investor Relations
101 East State Street
Kennett Square, PA 19348
or by calling 610-925-2000.