PharMerica announced that it has entered into a definitive merger agreement pursuant to which a newly formed company controlled by KKR, with Walgreens Boots Alliance as a minority investor, will acquire PharMerica. The all-cash transaction is valued at approximately $1.4 billion including the assumption or repayment of debt. Upon completion of the transaction, PharMerica will become a private company.
Under the terms of the agreement, PharMerica shareholders will receive $29.25 in cash for each share of PharMerica common stock upon closing of the proposed transaction. The price represents a premium of approximately 17 percent to PharMerica’s closing share price as of the last trading day prior to announcement and a premium of approximately 18 percent to PharMerica’s 90-day volume weighted average price. The acquisition agreement was unanimously approved by the Board of Directors of PharMerica.
“Following a thorough process and review of the Company’s strategic alternatives, and with the assistance of our advisors, we are pleased to have reached this agreement,” Gregory S. Weishar, PharMerica Corporation's Chief Executive Officer, said. “This transaction will deliver immediate and compelling value to all PharMerica shareholders, as well as substantial benefits to our clients and employees.”
KKR is making the investment primarily through its Americas XII Fund. Walgreens Boots Alliance intends to account for its minority ownership interest in PharMerica as an equity method investment.
The transaction is subject to PharMerica shareholder approval, regulatory approvals, and other customary closing conditions. PharMerica expects to complete the transaction by early 2018.