Omnicare commences hostile takeover of rival Neighborcare.What started as a routine but significant acquisition attempt involving two of the long term care industry's leading pharmaceutical product suppliers has turned into a hostile takeover Hostile Takeover
A takeover attempt that is strongly resisted by the target firm.
Hostile takeovers are usually bad news, as the employee moral of the target firm can quickly turn to animosity against the acquiring firm. bid.
In June, Omnicare Inc. launched an unsolicited public tender offer for all out standing shares of rival NeighborCare Inc. The tender offer, during which a company makes a proposal directly to shareholders to buy their stock, came after NeighborCare's board of directors unanimously rejected Omnicare's $1.5 billion all-cash buyout.
It was the second time NeighborCare's board turned down the $30 per share offer, according to according to
1. As stated or indicated by; on the authority of: according to historians.
2. In keeping with: according to instructions.
3. NeighborCare Chairman and Chief Executive Officer John J. Arlotta. "To me, the situation is very straightforward--[NeighborCare] is just getting started." he sale "[Omnicare's] proposal is totally in adequate, based on the future potential of this company."
Omnicare President Joel F. Gemunder first approached Arlotta in late February about combining Omnicare, the No. 1 long term care pharmaceutical supplier, with No.3 NeighborCare. In March, Arlotta and the NeighborCare board voted against the proposal. Two months later, the board unanimously denied what was "essentially the same proposal," Arlotta said.
According to Gemunder Omnicare's $30 per share offer represented a 70 percent gain for NeighborCare shareholders over the company's stock price before merger efforts became public in May.
NeighborCare's stock has since risen above the $30 mark after news of the merger attempt broke, Arlotta said.
Still, "the combination of Omnicare and NeighborCare is too compelling to ignore, and our two companies are a strong strategic fit," Gemunder said in a letter to the NeighborCare board.
After the second rejection, Omnicare took its case directly to the shareholders. In a full-page ad in the June 15 Baltimore Sun Baltimore Sun
Daily newspaper published in Baltimore, Md., U.S. It was begun as a four-page penny tabloid in 1837 by Arunah Shepherdson Abell, a journeyman printer from Rhode Island. , the day of NeighborCare's annual shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. , Omnicare asked shareholders to "send a strong message to your board of directors that you--the real owners of the company - want to receive maximum value for your NeighborCare investment."
That day, NeighborCare's board unanimously voted to recommend that shareholders not sell their shares. Omnicare's offer is valid until July 30 unless extended.
If Omnicare acquires NeighborCare, it will be the Lexington, Ky.-based firm's fourth acquisition in two years. One of those deals includes a $460 million purchase of NCS (Network Call Signaling) CableLabs version of MGCP. See MGCP/MEGACO.
NCS - Network Computing System: Apollo's RPC system used by DEC and Hewlett-Packard.The protocol has been adopted by OSF. Healthcare Inc. in January 2003. NeighborCare, then a part of Genesis Health Ventures, originally had NCS in its sights before Omnicare won a takeover battle.
Omnicare provides pharmaceutical services to long term care facilities in 47 states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). , totaling more than 1 million beds. The 6,900-employee company had annual sales of $3.5 billion in 2003, a 33 percent increase from 2002, according to NYSE NYSE
See: New York Stock Exchange .com.
NeighborCare, based in Baltimore, split off from Genesis Health Ventures in December 2003. The company caters to long term care facilities in 32 states and the District of Columbia, totaling approximately 246,000 beds. The 35,000-employee firm had annual sales of $2.7 billion in 2003, up 6.5 percent from 2002, according to WSJ WSJ Wall Street Journal
WSJ Wisconsin State Journal (Madison, WI)
WSJ Web Services Journal
WSJ Winston-Salem Journal (North Carolina)
WSJ Wagle Street Journal (Kathmandu, Nepal blog) .com.
Barron's Big Boys
The 2004 list of Barron's 500 largest companies in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada includes 15 companies with ties to the tong tong 1
tr.v. tonged, tong·ing, tongs
To seize, hold, or manipulate with tongs.
[Back-formation from tongs. term care Industry:
RANK COMPANY 5 Omnicare 62 Medtronic 71 Cardinal Health 110 Triad Hospitals 161 Abbott Laboratories 173 McKesson 180 Johnson & Johnson 209 Unitedhealth Group 219 MetLife 299 E.I. Du Pont De Nemours 354 Universal Health Services 393 Amerisource Bergen 398 HCA 435 Merck 486 Tenet Healthcare Source: Barron's Online