AmerisourceBergen Corporation (NYSE: ABC) today announced that
it priced $1.525 billion aggregate principal amount of its 0.737%
Senior Notes due March 15, 2023 (the “2023 Notes”) and $1.0 billion
aggregate principal amount of its 2.700% Senior Notes due March 15,
2031 (the “2031 Notes” and, together with the 2023 Notes, the
“Notes”), in an underwritten registered public offering. The
offering is being made pursuant to an effective shelf registration
statement AmerisourceBergen filed with the Securities and Exchange
Commission (the “SEC”) on November 20, 2018. The offering is
expected to close on March 30, 2021, subject to the satisfaction of
customary closing conditions. AmerisourceBergen intends to use the
net proceeds from the offering to finance the acquisition of the
majority of Walgreens Boots Alliance, Inc.’s Alliance Healthcare
businesses and related fees and expenses, and for general corporate
purposes.
The joint book-running managers for the offering are J.P. Morgan
Securities LLC, BofA Securities, Inc., Morgan Stanley & Co.
LLC, and Wells Fargo Securities, LLC. Earlier today,
AmerisourceBergen filed a preliminary prospectus supplement and an
accompanying prospectus with the SEC in connection with the
offering of the Notes. Copies of these materials can be made
available by contacting: J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, Attn: Prospectus Department, 1155 Long Island
Avenue, Edgewood, New York 11717, or by telephone: 1-866-803-9204;
c/o BofA Securities, Inc., NC1-004-03-43, 200 North College Street,
3rd Floor, Charlotte, North Carolina 28255, Attention: Prospectus
Department, by email: dg.prospectus_requests@bofa.com; c/o Morgan
Stanley & Co. LLC, 180 Varick Street - New York, NY 10014,
Attention: Prospectus Department, by email:
prospectus@morganstanley.com or by telephone: (866) 718-1649; and
c/o Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000,
Minneapolis, Minnesota 55402, Attn: WFS Customer Service, by email:
wfscustomerservice@wellsfargo.com or by telephone: 1-800-645-3751.
Electronic copies of the preliminary prospectus supplement and
accompanying prospectus are also available on the SEC’s web site at
www.sec.gov.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any
sale of the Notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About AmerisourceBergen
AmerisourceBergen fosters a positive impact on the health of
people and communities around the world by advancing the
development and delivery of pharmaceuticals and healthcare
products. As a leading global healthcare company, with a foundation
in pharmaceutical distribution and solutions for manufacturers,
pharmacies and providers, we create unparalleled access, efficiency
and reliability for human and animal health. Our 22,000 global team
members power our purpose: We are united in our responsibility to
create healthier futures. AmerisourceBergen is ranked #10 on the
Fortune 500 with more than $185 billion in annual revenue. Learn
more at investor.amerisourcebergen.com.
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 and Section 21E of the Securities
Exchange Act of 1934. 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 management’s current expectations 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: 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 our products and services; changes in the United
States healthcare and regulatory environment, including changes
that could impact prescription drug reimbursement under Medicare
and Medicaid; increasing governmental regulations regarding the
pharmaceutical supply channel; declining reimbursement rates for
pharmaceuticals; 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, state and other governmental
entities of alleged violations of laws and regulations regarding
controlled substances, including due to failure to achieve a global
resolution of the multi-district opioid litigation and other
related state court litigation, 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 Corporate Integrity
Agreement; 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; the
Company’s ability to consummate the proposed acquisition of
Walgreens Boots Alliance, Inc.’s Alliance Healthcare businesses and
related strategic transactions; the regulatory approvals required
for the proposed acquisition and related strategic transactions not
being obtained on the terms expected or on the anticipated schedule
or at all; the integration of the Alliance Healthcare businesses
into the Company being more difficult, time consuming or costly
than expected; the Company’s or Alliance Healthcare’s failure to
achieve expected or targeted future financial and operating
performance and results; the effects of disruption from the
proposed acquisition and related strategic transactions on the
respective businesses of the Company and Alliance Healthcare and
the fact that the announcement or pendency of the proposed
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 proposed acquisition of the Alliance
Healthcare 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,
Inc. 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; 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;
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; the loss, bankruptcy or
insolvency of a major supplier, including as a result of COVID-19;
financial and other impacts of COVID-19 on our operations or
business continuity; changes to the customer or supplier mix;
malfunction, failure or breach of sophisticated information systems
to operate as designed; risks generally associated with data
privacy regulation and the international transfer of personal data;
natural disasters or other unexpected events 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 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, 2020 and elsewhere in that
report, (ii) in Item 1A (Risk Factors), in the Company’s Quarterly
Report on Form 10-Q for the quarter ended December 31, 2020 and
elsewhere in that report and (iii) in other reports filed by the
Company pursuant to the Securities 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/20210325005972/en/
Bennett S. Murphy Senior Vice President, Investor
Relations 610-727-3693
bmurphy@amerisourcebergen.com
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