AmerisourceBergen Corporation (NYSE:ABC) today announced that its Board
of Directors has authorized a special $650 million share repurchase
program intended to supplement the Company’s previously announced
warrant hedging strategy. The special program will be used to mitigate
the potentially dilutive effect on the ownership interests of its
then-existing stockholders that may result from the issuance of common
stock upon exercise of the warrants issued in March 2013.
Share repurchases under the special program are expected to take place
over an extended period of time, subject to market conditions. The
Company intends to exclude the impact of the share repurchases under the
special program from its presentation of adjusted diluted earnings per
share from continuing operations beginning with its earnings release for
the fiscal quarter ending June 30, 2014 and until the warrants are
exercised or expire. The exclusion of the special share repurchases will
be consistent with the Company’s exclusion of the accounting dilution
resulting from the impact of the warrants in the calculation of the
Company’s adjusted diluted earnings per share. As a result, share
repurchases under the special program will not have an impact on the
Company’s expectations for the range of its adjusted diluted earnings
per share from continuing operations for fiscal 2014, which was
previously disclosed in its earnings release dated April 24, 2014. That
range continues to include an assumption that the Company will
repurchase $500 million of its common stock in fiscal 2014 under its
previously announced repurchase programs, subject to market conditions.
As previously disclosed, subsidiaries of Walgreen Co. and Alliance Boots
GmbH were collectively issued warrants to purchase up to 22,696,912
shares of the Company’s common stock at an exercise price of $51.50 per
share exercisable during a six month period beginning in March 2016 and
warrants to purchase up to 22,696,912 shares of the Company’s common
stock at an exercise price of $52.50 per share exercisable during a
six-month period beginning in March 2017. Once completed, the share
repurchases under the special program, together with the issuer capped
call option transactions described in the Company’s Form 10-Q for the
fiscal quarter ended March 31, 2014, are expected to mitigate
approximately 80% of the potentially dilutive effect that the issuance
of shares of the Company’s common stock upon exercise of the warrants
could have. The Company will continue to explore additional
opportunities to mitigate any remaining potentially dilutive effect of
the warrants.
About AmerisourceBergen
AmerisourceBergen is one of the largest global pharmaceutical sourcing
and distribution services companies, helping both healthcare providers
and pharmaceutical and biotech manufacturers improve patient access to
products and enhance patient care. With services ranging from drug
distribution and niche premium logistics to reimbursement and
pharmaceutical consulting services, AmerisourceBergen delivers
innovative programs and solutions across the pharmaceutical supply
channel. With over $100 billion in annualized revenue, AmerisourceBergen
is headquartered in Valley Forge, PA, and employs approximately 13,000
people. AmerisourceBergen is ranked #32 on the Fortune 500 list. For
more information, go to www.amerisourcebergen.com.
AmerisourceBergen's Cautionary Note Regarding Forward-Looking
Statements
Certain of the statements contained in this news release are
“forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Words such as “expect,” “likely,” “outlook,” “forecast,” “would,”
“could,” “should,” “can,” “will,” “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 management’s
current expectations and are subject to uncertainty and change in
circumstances. These statements are not guarantees of future performance
and are based on assumptions 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: changes in
pharmaceutical market growth rates; the loss of one or more key customer
or supplier relationships; the retention of key customer or supplier
relationships under less favorable economics; changes in customer mix;
customer delinquencies, defaults or insolvencies; supplier defaults or
insolvencies; changes in branded and/or generic pharmaceutical
manufacturers’ pricing and distribution policies or practices; adverse
resolution of any contract or other dispute with customers or suppliers;
federal and state government enforcement initiatives to detect and
prevent suspicious orders of controlled substances and the diversion of
controlled substances, federal and state prosecution of alleged
violations of related laws and regulations, and any related litigation,
including shareholder derivative lawsuits or other disputes relating to
AmerisourceBergen’s distribution of controlled substances; qui tam
litigation for alleged violations of fraud and abuse laws and
regulations and/or any other laws and regulations governing the
marketing, sale, purchase and/or dispensing of pharmaceutical products
or services and any related litigation, including shareholder derivative
lawsuits; changes in federal and state legislation or regulatory action
affecting pharmaceutical product pricing or reimbursement policies,
including under Medicaid and Medicare, and the effect of such changes on
AmerisourceBergen’s customers; changes in regulatory or clinical medical
guidelines and/or labeling for the pharmaceutical products we
distribute; price inflation in branded and generic pharmaceuticals and
price deflation in generics; greater or less than anticipated benefit
from launches of the generic versions of previously patented
pharmaceutical products; significant breakdown or interruption of
AmerisourceBergen’s information technology systems; AmerisourceBergen’s
inability to realize the anticipated benefits of the implementation of
an enterprise resource planning (ERP) system; interest rate and foreign
currency exchange rate fluctuations; risks associated with international
business operations, including non-compliance with the U.S. Foreign
Corrupt Practices Act, anti-bribery laws and economic sanctions and
import laws and regulations; economic, business, competitive and/or
regulatory developments in countries where we do business and/or operate
outside of the United States; risks associated with the strategic,
long-term relationship among Walgreen Co., Alliance Boots GmbH, and
AmerisourceBergen, the occurrence of any event, change or other
circumstance that could give rise to the termination, cross-termination
or modification of any of the transaction documents among the parties
(including, among others, the distribution agreement or the generics
agreement), an impact on AmerisourceBergen’s earnings per share
resulting from the issuance of the warrants to subsidiaries of Walgreen
Co. and Alliance Boots GmbH (the “Warrants”), an inability to realize
anticipated benefits (including benefits resulting from participation in
the Walgreens Boots Alliance Development GmbH joint venture), the
disruption of AmerisourceBergen’s cash flow and ability to return value
to its stockholders in accordance with its past practices, disruption of
or changes in vendor, payer and customer relationships and terms, and
the reduction of AmerisourceBergen’s operational, strategic or financial
flexibility; the acquisition of businesses that do not perform as we
expect or that are difficult for us to integrate or control;
AmerisourceBergen’s inability to implement its hedging strategy to
mitigate the potentially dilutive effect of the issuance of shares of
its common stock upon exercise of the Warrants, including its inability
to repurchase shares of its common stock under its new share repurchase
program due to its financial performance, the current and future share
price of its common stock, its expected cash flows, competing priorities
for capital, and overall market conditions; AmerisourceBergen’s
inability to successfully complete any other transaction that we may
wish to pursue from time to time; changes in tax laws or legislative
initiatives that could adversely affect AmerisourceBergen’s tax
positions and/or AmerisourceBergen’s tax liabilities or adverse
resolution of challenges to AmerisourceBergen’s tax positions; increased
costs of maintaining, or reductions in AmerisourceBergen’s ability to
maintain, adequate liquidity and financing sources; volatility and
deterioration of the capital and credit markets; natural disasters or
other unexpected events that affect AmerisourceBergen’s operations; and
other economic, business, competitive, legal, tax, regulatory and/or
operational factors affecting AmerisourceBergen’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)
and Item 1 (Business) in the Company’s Annual Report on Form 10-K for
the fiscal year ended September 30, 2013 and elsewhere in that report
and (ii) in other reports.
Copyright Business Wire 2014