Omnicare to Acquire RxCrossroads, L.L.C.; Deal to Expand Specialty Pharmaceutical Business Platform.

COVINGTON, Ky. -- Omnicare, Inc. (NYSE:OCR), the nation's leading provider of pharmaceutical care for the elderly, and RxCrossroads, L.L.C., a leading provider of specialty pharmaceutical services, announced today that Omnicare has executed a definitive agreement to acquire substantially all of the assets of RxCrossroads and certain of its affiliates for a total purchase price of $235 million in cash.

RxCrossroads, based in Louisville, Kentucky, provides specialty distribution, product support and mail order pharmacy services for pharmaceutical manufacturers and biotechnology companies, generally for high-cost drugs used in the treatment of chronic disease states. Through its complement of services, RxCrossroads helps pharmaceutical manufacturers, physicians and patients navigate and solve access and distribution challenges for certain medications. RxCrossroads also develops and manages tailored product support programs to meet specific market needs including: reimbursement services, patient assistance programs, third-party logistics services and pharmacy services and sampling programs nationwide. In total, RxCrossroads distributes drug and biological products with a retail value of more than $1 billion.

The transaction is subject to the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and is expected to close during the third quarter of 2005. As it contracts with manufacturers to provide products on a consignment basis, RxCrossroads' revenues from service operations are currently running at the annualized rate of $46 million, and the transaction is expected to be modestly accretive to Omnicare's earnings per share in 2005, with accretion increasing in 2006 and beyond.

"We view the acquisition of RxCrossroads as a major new opportunity to leverage the core strengths of our existing businesses to enhance Omnicare's future growth. The addition of RxCrossroads will enhance Omnicare's position in capitalizing on the rapid growth in drug development and discovery, particularly in biotechnology, and the trend toward the outsourcing of product research, launch and post-launch services. This transaction will allow us to provide the full spectrum of product development, commercialization and post-commercialization services: from drug discovery and research services through our existing CRO business to product distribution, support, patient assistance and reimbursement services," said Joel F. Gemunder, president and chief executive officer of Omnicare. "This is important as the acquisition of RxCrossroads differentiates Omnicare as the only provider of end-to-end custom product solutions to pharmaceutical and biotechnology companies. This will not only allow us to provide greater service offerings but will allow us to leverage the investment we have made in our CRO business, as well as the existing infrastructure of our institutional pharmacy network and our client relationships with pharmaceutical and biotechnology companies."

"Pharmaceutical companies, medical device manufacturers and biotechnology firms choose RxCrossroads because of our unique capabilities and tailored approach to the development and execution of client programs," said Jim Karp, chief executive officer of RxCrossroads. "We are pleased to combine RxCrossroads' strengths with those of Omnicare and thereby create even greater opportunities for both companies to expand services for manufacturers, patients and providers."

"The management and staff at RxCrossroads look forward to the continued growth and development of our core service offerings from our Louisville-based operation centers as well as seeking innovative new services made possible by joining Omnicare," said Nitin Sahney, president of RxCrossroads. "The synergies between Omnicare and RxCrossroads will ensure integrated product commercialization service offerings to existing and new clients. Using our combined knowledge of healthcare product development, reimbursement and distribution services, we will deliver a range of services that support speed to market, brand uptake and brand loyalty."

Concluding, Mr. Gemunder noted that RxCrossroads' management has a proven track record of rapid growth and attractive profitability. "We are pleased RxCrossroads is joining the Omnicare organization. The resources and expertise it brings, along with the complementary nature of the combined businesses, enhance our ability to participate in the drug development process and offer commercialization and post launch services providing Omnicare a distinct advantage as we expand our specialty pharmaceutical business and provide a major new avenue of growth."

About Omnicare

Omnicare, Inc. (NYSE:OCR), a Fortune 500 company based in Covington, KY, is a leading provider of pharmaceutical care for the elderly. Omnicare serves residents in long-term care facilities comprising approximately 1,090,000 beds in 47 states in the United States and in Canada, making it the largest U.S. provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers. Omnicare also provides clinical research services for the pharmaceutical and biotechnology industries in 30 countries worldwide.

Forward Looking Statements

Statements in this press release concerning Omnicare's and RxCrossroads' business outlook or future economic performances, anticipated profitability, revenues, expenses or other financial items, anticipated cost synergies, economies of scale and product or service line growth, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of Omnicare and RxCrossroads based on currently available information. Such forward-looking statements involve actual known and unknown risks, uncertainties, contingencies and other factors that could cause actual results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of Omnicare, include, but are not limited to, overall economic, financial and business conditions; trends for the continued growth of the businesses of Omnicare and RxCrossroads; trends in the long-term healthcare and contract research industries generally; profitability and cost synergies of the acquisition; the impact of the potential NeighborCare acquisition on Omnicare's earnings in 2005 and beyond; the impact and pace of pharmaceutical price increases; delays and further reductions in reimbursement by the government and other payors to customers and to Omnicare as a result of pressure on federal and state budgets due to the continuing economic downturn and other factors; the overall financial condition of Omnicare's customers; Omnicare's ability to assess and react to the financial condition of its customers; the ability of vendors and business partners to continue to provide products and services to Omnicare; the continued successful integration of RxCrossroads, and the ability to realize anticipated revenues, economies of scale, cost synergies and profitability; pricing and other competitive factors in the industry; increases or decreases in reimbursement; the effect of new government regulations, executive orders and/or legislative initiatives, trends in healthcare funding issues, including, but not limited to, state Medicaid budgets, enrollee eligibility, escalating drug prices due to higher utilization among seniors and the aging of the population; expectations concerning increasing Medicare admissions and improving occupancy rates; the introduction of more expensive medications and the increasing use of generic medications; the impact of any changes in healthcare policy relating to the future funding of the Medicaid and Medicare programs; the cost-effectiveness of pharmaceuticals in treating chronic illnesses for the elderly; the impact of the Medicare drug benefit, signed into law in December 2003 and effective in 2006, and its implementing regulations; the effect of any changes and considerations in long-term healthcare funding policies for Medicare and Medicaid programs; the ability of Omnicare to utilize its expertise in geriatric pharmaceutical care and pharmaceutical cost management and its database on drug utilization and outcomes in the elderly to meet the anticipated challenges of the healthcare environment and the implementation of the Medicare drug benefit; efforts by payors to control costs; the outcome of litigation; the failure of Omnicare or the long-term care facilities it serves to obtain or maintain required regulatory approvals or licenses; the ability to attract and retain needed management; the impact and pace of technological advances; the ability to obtain or maintain rights to data, technology and other intellectual property; the impact of consolidation in the pharmaceutical and long-term care industries; volatility in the market for Omnicare's stock and in the financial markets generally; access to capital and financing; the demand for Omnicare's products and services; variations in costs or expenses; changes in tax law and regulation; changes in accounting rules and standards; and other risks and uncertainties described in Omnicare's reports and filings with the Securities and Exchange Commission. There can be no assurance that such factors will not affect the accuracy of such forward-looking statements and, except as otherwise required by law, Omnicare does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to update the information in this release.