AmerisourceBergen Corporation (NYSE: ABC) (the “Company”)
announced today a registered public offering of 10.5 million shares
of common stock of the Company in connection with Walgreens Boots
Alliance Holdings LLC (the “Selling Stockholder”) entering into
prepaid variable share forward transactions (the “variable forward
transactions”) relating to the Company’s common stock with certain
counterparties (the “counterparties”).
The Company has been advised that, in order to establish their
initial hedge positions with respect to the variable forward
transactions, the counterparties or their affiliates will borrow an
aggregate of 7,293,548 shares of the Company’s common stock from
third-party stock lenders and will sell those shares (the
“underwritten shares”) in an underwritten public offering (the
“offering”) through Goldman Sachs & Co. LLC, acting as the sole
underwriter for the offering. The Company is not issuing or selling
any shares of its common stock in the offering, is not a party to
the variable forward transactions and will not receive any proceeds
from sales of the underwritten shares. The underwriter may offer
the underwritten shares from time to time in one or more
transactions, in block sales, on the NYSE, in the over-the-counter
market or in negotiated transactions, at market prices prevailing
at the time of sale or at negotiated prices.
The Company has also been advised that the counterparties or
their affiliates or agents expect to borrow an additional 3,206,452
shares of the Company’s common stock (the “additional shares”) from
third-party stock lenders and expect to sell those additional
shares through the underwriter, from time to time after the
offering, in block sales, on the NYSE, in the over-the-counter
market or in negotiated transactions, at market prices prevailing
at the time of sale or at negotiated prices. Those additional
shares will not be included in the offering.
The offering is expected to close on or about August 8, 2023,
subject to customary closing conditions.
In addition, subject to the consummation of the purchase and
sale of the underwritten shares in the offering, the Company
intends to concurrently repurchase shares from the Selling
Stockholder at a price per share equal to the price at which the
underwriter will purchase the underwritten shares from the
counterparties in the offering, which price per share will be net
of underwriting discounts, in the amount of approximately $250
million. The concurrent share repurchase will be made under the
Company’s share repurchase program and the repurchased shares will
be held in treasury. The closing of the concurrent share repurchase
will be conditioned upon the closing of the offering and therefore
there can be no assurance that the concurrent share repurchase will
be completed. The offering is not conditioned upon the completion
of the concurrent share repurchase.
The underwritten shares of common stock to be sold in the
offering will be offered pursuant to the Company’s automatically
effective registration statement (and prospectus) on Form S-3
previously filed with the U.S. Securities and Exchange Commission
(the “SEC”). Before you invest, you should read the prospectus in
that registration statement and other documents the Company has
filed with the SEC for more complete information about the Company
and this offering. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of
the prospectus supplement relating to the offering may be obtained
by contacting: Goldman Sachs & Co. LLC, Prospectus Department,
200 West Street, New York, NY 10282, telephone: 1-866-471-2526,
facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities law of any such state or
jurisdiction.
About AmerisourceBergen
AmerisourceBergen is a leading global pharmaceutical solutions
organization centered on improving the lives of people and animals
around the world. We partner with pharmaceutical innovators across
the value chain to facilitate and optimize market access to
therapies. Care providers depend on us for the secure, reliable
delivery of pharmaceuticals, healthcare products, and solutions.
Our 46,000+ worldwide team members contribute to positive health
outcomes through the power of our purpose: We are united in our
responsibility to create healthier futures. AmerisourceBergen is
ranked #11 on the Fortune 500 and #21 on the Global Fortune 500
with more than $200 billion in annual revenue.
AmerisourceBergen’s Cautionary Note
Regarding Forward-Looking Statements
Certain of the statements contained in this press release are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (which the Company refers to
as the “Securities Act”), and Section 21E of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”). 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 current
expectations of the management of the Company 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: the effect of and uncertainties related
to the ongoing COVID-19 pandemic (including any government
responses thereto) and any continued recovery from the impact of
the COVID-19 pandemic; the Company’s ability to achieve and
maintain profitability in the future; the Company’s ability to
respond to general economic conditions, including elevated levels
of inflation; the Company’s ability to manage the Company’s growth
effectively and the Company’s expectations regarding the
development and expansion of the Company’s business; the impact on
the Company’s business of the regulatory environment and
complexities with compliance; 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 the Company’s products and
services; changes in the United States healthcare and regulatory
environment, including changes that could impact prescription drug
reimbursement under Medicare and Medicaid and declining
reimbursement rates for pharmaceuticals; increasing governmental
regulations regarding the pharmaceutical supply channel; 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 and state governmental entities and other parties
(including third-party payors, hospitals, hospital groups and
individuals) of alleged violations of laws and regulations
regarding controlled substances, 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
Company’s 2018 Corporate Integrity Agreement with the Office of
Inspector General of the U.S. Department of Health and Human
Services; the outcome of any legal or governmental proceedings that
may be instituted against us, including 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;
unexpected costs, charges or expenses resulting from the
acquisitions of PharmaLex and OneOncology; the integration of the
Alliance Healthcare, PharmaLex and OneOncology businesses into the
Company being more difficult, time consuming or costly than
expected; the Company’s, Alliance Healthcare’s, PharmaLex’s or
OneOncology’s failure to achieve expected or targeted future
financial and operating performance and results; the effects of
disruption from the acquisition and related strategic transactions
on the respective businesses of the Company and Alliance Healthcare
and the fact that the 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 acquisitions
of the Alliance Healthcare, PharmaLex and OneOncology 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 Walgreens Boots Alliance 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; the Company’s ability to respond to
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; the loss,
bankruptcy or insolvency of a major supplier, or 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; financial and other impacts of COVID-19 on the
Company’s operations or business continuity; changes to the
customer or supplier mix; malfunction, failure or breach of
sophisticated information systems to operate as designed, and risks
generally associated with cybersecurity; risks generally associated
with data privacy regulation and the protection and international
transfer of personal data; regulatory and legal implications
relating to the March 2023 cybersecurity event sustained by one of
the Company’s foreign business units in one country; financial and
other impacts of macroeconomic and geopolitical trends and events,
including the situation in Russia and Ukraine and its regional and
global ramifications; natural disasters or other unexpected events,
such as additional pandemics, 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 and
increases in inflation 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) in Item
1A. Risk Factors in the Company’s Annual Report on Form 10-K for
the fiscal year ended September 30, 2022 and elsewhere therein and
(ii) in other documents filed by the Company with the SEC pursuant
to the Exchange Act. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, except as
required by the federal securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230803864651/en/
Investors: Bennett S. Murphy Senior Vice President, Head of
Investor Relations & Treasury 610-727-3693
bmurphy@amerisourcebergen.com
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