Walgreen (WAG) to Acquire Certain BioScip (BIOS) Assets in ~$285M Deal
Down)
Walgreen Co. (NYSE: WAG) and BioScrip, Inc. (NASDAQ: BIOS), a national provider of pharmacy and home health services, today announced that they have entered into a definitive agreement under which Walgreens would acquire certain assets of BioScrip's community specialty pharmacies and centralized specialty and mail service pharmacy businesses and BioScrip would receive a total deal value of approximately $225 million. This includes approximately $170 million in cash at closing and retention by BioScrip of associated accounts receivable and working capital liabilities of approximately $55 million, based on BioScrip’s balance sheet values at Dec. 31, 2011. Up to an additional $60 million in purchase price may be payable based on events related directly or indirectly to Walgreens retention of certain business included in the transferred businesses.
The transaction is structured as an asset acquisition, with a plan to transfer the servicing of patients for the central specialty pharmacy and mail service pharmacy businesses to existing Walgreens facilities. BioScrip will continue to service its infusion patient base through existing BioScrip pharmacy facilities.
Walgreens currently anticipates the transaction will not have a material impact on its earnings per share in fiscal year 2012, and expects it to be modestly accretive in fiscal year 2013.
Completion of the transaction is subject to customary conditions, including satisfaction of regulatory requirements and other closing conditions. Walgreens plans to fund the acquisition with existing cash and anticipates the transaction will close by late April 2012. The transaction was unanimously approved by both companies’ boards of directors.
Peter J. Solomon Company, L.P. acted as financial advisor to Walgreens in the transaction, and the law firms of SNR Denton and Weil, Gotshal and Manges LLP served as legal counsel for Walgreens. MTS Health Partners, L.P. acted as financial advisors to BioScrip. The law firm of King & Spalding, LLP served as legal counsel to BioScrip.
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The transaction is structured as an asset acquisition, with a plan to transfer the servicing of patients for the central specialty pharmacy and mail service pharmacy businesses to existing Walgreens facilities. BioScrip will continue to service its infusion patient base through existing BioScrip pharmacy facilities.
Walgreens currently anticipates the transaction will not have a material impact on its earnings per share in fiscal year 2012, and expects it to be modestly accretive in fiscal year 2013.
Completion of the transaction is subject to customary conditions, including satisfaction of regulatory requirements and other closing conditions. Walgreens plans to fund the acquisition with existing cash and anticipates the transaction will close by late April 2012. The transaction was unanimously approved by both companies’ boards of directors.
Peter J. Solomon Company, L.P. acted as financial advisor to Walgreens in the transaction, and the law firms of SNR Denton and Weil, Gotshal and Manges LLP served as legal counsel for Walgreens. MTS Health Partners, L.P. acted as financial advisors to BioScrip. The law firm of King & Spalding, LLP served as legal counsel to BioScrip.
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