Transaction further advances leadership in
specialty, with key commercial enablement solutions to support
biopharmaceutical partners
AmerisourceBergen Corporation (NYSE: ABC) today announced that
it has signed a definitive agreement to acquire PharmaLex Holding
GmbH, a leading provider of specialized services for the life
sciences industry, from funds advised by AUCTUS Capital Partners AG
for €1.28 billion in cash, subject to certain customary
adjustments. The transaction will advance AmerisourceBergen’s role
as partner of choice for biopharmaceutical manufacturers by
enhancing AmerisourceBergen’s global portfolio of solutions to
support manufacturer partners across the pharmaceutical development
and commercialization journey.
“The strategic acquisition of PharmaLex will expand our global
platform of biopharma services, further advancing the strategy we
detailed at our recent Investor Day,” said Steven H. Collis,
Chairman, President & Chief Executive Officer.
“AmerisourceBergen is committed to building on our leadership in
specialty services through a continued focus on innovation and
partnerships, and by acquiring PharmaLex, we will be able to
further enhance our value proposition to pharmaceutical
manufacturers, from emerging biotechs to global biopharmaceutical
leaders. PharmaLex’s highly complementary business and strong
market reputation will deepen our partnerships with manufacturers,
advancing our role as a strategic partner of choice as we support
end-to-end clinical and commercial enablement solutions for our
pharma customers. We look forward to welcoming the PharmaLex team
to create healthier futures with AmerisourceBergen.”
PharmaLex is a global team of scientific, regulatory, and safety
and compliance (GxP) experts that provide strategic guidance and
regulatory support to biopharma companies throughout a product’s
lifecycle. The company provides tech-enabled services ranging from
clinical development consulting to marketing authorization,
enabling clients to efficiently bring products to global markets
and diverse patient populations.
The transaction is expected to close by March 2023 and is
subject to the satisfaction of customary closing conditions,
including receipt of required regulatory approvals.
Upon closing, the acquisition of PharmaLex is expected to be
approximately $0.15 accretive to AmerisourceBergen’s adjusted
diluted EPS (a non-GAAP financial measure defined herein) for the
last seven months of its fiscal year 2023, which would contribute
to AmerisourceBergen’s previously disclosed fiscal year 2023 growth
target from capital deployment.
Headquartered in Germany, PharmaLex has global reach, with a
significant footprint in Europe and the U.S. and a growing presence
in other parts of the world. PharmaLex’s results will be reported
as a component within AmerisourceBergen’s International Healthcare
Solutions segment. The acquisition of PharmaLex will build upon
AmerisourceBergen’s existing European presence in pharmaceutical
distribution and biopharma manufacturer services capabilities,
advancing several of AmerisourceBergen’s strategic imperatives and
strengthening its differentiated position to capture significant
growth opportunities in the biopharma market.
Evercore is serving as financial advisor, and Freshfields
Bruckhaus Deringer LLP and Sidley Austin LLP are serving as legal
advisors to AmerisourceBergen. Harris Williams is serving as
financial advisor, and emnay Rechtsanwaltskanzlei and Noerr
Partnerschaftsgesellschaft mbB are serving as legal advisors to
AUCTUS/PharmaLex.
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 42,000 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 $200 billion in annual revenue. Learn
more at investor.amerisourcebergen.com.
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, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Securities
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
AmerisourceBergen (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;
our ability to achieve and maintain profitability in the future;
our ability to respond to general economic conditions; our ability
to manage our growth effectively and our expectations regarding the
development and expansion of our business; the impact on our
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
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 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 Corporate Integrity Agreement; 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; the possibility that various
conditions to the consummation of the acquisition of PharmaLex may
not be satisfied or that their satisfaction may be delayed;
uncertainties as to the timing of the consummation of the
acquisition of PharmaLex; unexpected costs, charges or expenses
resulting from the acquisition of PharmaLex; the integration of the
PharmaLex business into the Company being more difficult, time
consuming or costly than expected; the effects of disruption from
the acquisition on the respective businesses of the Company and
PharmaLex and the fact that the acquisition may make it more
difficult to establish or maintain relationships with employees,
suppliers and other business partners; the PharmaLex business not
performing as expected, or the inability to capture all of the
anticipated benefits of the acquisition of PharmaLex or to capture
the anticipated benefits within the expected time period; managing
foreign expansion, including non-compliance with the U.S. Foreign
Corrupt Practices Act, anti-bribery laws, economic sanctions and
import laws and regulations; our 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 our
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 international transfer of personal data;
financial and other impacts of macroeconomic and geopolitical
trends and events, including the war in 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
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, 2021 and elsewhere in that report
and (ii) 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.
Supplemental Information Regarding
Non-GAAP Financial Measure
To supplement the financial measures prepared in accordance with
U.S. generally accepted accounting principles (GAAP), the Company
uses the non-GAAP financial measure described below. The non-GAAP
financial measure should be viewed in addition to, and not in lieu
of, financial measures calculated in accordance with GAAP. This
supplemental measure may vary from, and may not be comparable to,
similarly titled measures by other companies.
The non-GAAP financial measure is presented because management
uses non-GAAP financial measures to evaluate the Company’s
operating performance, to perform financial planning, and to
determine incentive compensation. Therefore, the Company believes
that the presentation of the non-GAAP financial measure provides
useful supplementary information to, and facilitates additional
analysis by, investors. The presented non-GAAP financial measure
excludes items that management does not believe reflect the
Company’s core operating performance because such items are outside
the control of the Company or are inherently unusual,
non-operating, unpredictable, non-recurring, or non-cash.
The Company does not provide a reconciliation for this non-GAAP
financial measure on a forward-looking basis to the most comparable
GAAP financial measure on a forward-looking basis because it is
unable to provide a meaningful or accurate calculation or
estimation of reconciling items and the information is not
available without unreasonable effort due to the uncertainty and
potential variability of reconciling items, which are dependent on
future events, are out of the Company’s control and/or cannot be
reasonably predicted, and the probable significance of which cannot
be determined.
In this press release, we have included adjusted diluted
earnings per share (EPS), which represents diluted earnings per
share determined in accordance with GAAP adjusted for specific
items, including the per share impact of: gains from antitrust
litigation settlements; Turkey highly inflationary impact; LIFO
expense (credit); acquisition-related intangibles amortization;
employee severance, litigation, and other; and the loss on the
currency remeasurement related to Swiss tax reform, in each case
net of the tax effect calculated using the applicable effective tax
rate for those items. Management believes that this non-GAAP
financial measure is useful to investors because it eliminates the
per share impact of items that are outside the control of the
Company or that we consider to not be indicative of our ongoing
operating performance due to their inherent unusual, non-operating,
unpredictable, non-recurring, or non-cash nature.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220912005491/en/
Investors: Bennett S. Murphy 610-727-3693
bmurphy@amerisourcebergen.com Media: Lauren
Esposito 215-460-6981
lesposito@amerisourcebergen.com
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