COVINGTON, Ky. & BALTIMORE--(BUSINESS WIRE)--July 7, 2005--Omnicare, Inc. (NYSE: OCR) and NeighborCare, Inc. (NASDAQ: NCRX) today announced that the two companies have entered into a definitive merger agreement under which Omnicare will acquire all of the outstanding shares of NeighborCare common stock for $34.75 per share in cash, for a total transaction value of approximately $1.8 billion, which includes approximately $245 million of NeighborCare’s net debt. The transaction was unanimously approved by the Boards of Directors of both Omnicare and NeighborCare. The transaction will enhance Omnicare’s position as the leading provider of pharmacy services for the elderly and will bring Omnicare’s total number of beds served to nearly 1.4 million, an increase of approximately 27%. The combined company will have a nationwide network of pharmacies serving long-term care providers in 47 states and the District of Columbia. Based upon results for Omnicare and NeighborCare for the quarter ended March 31, 2005, Omnicare’s combined annualized revenues on a pro forma basis would be approximately $6.0 billion.
