8-KMaterial AgreementsExhibits & Filings

Cencora, Inc. 8-K Report, Material Agreement (Oct 27, 2006)

Filed October 27, 2006For Securities:COR

Summary

AmerisourceBergen Corporation (now Cencora, Inc.) announced a significant strategic transaction through an 8-K filing on October 26, 2006. The company, along with Kindred Healthcare, Inc., entered into a Master Transaction Agreement to combine their respective institutional pharmacy businesses into a new, independent publicly traded company, referred to as 'Newco'. This strategic move involves spinning off AmerisourceBergen's subsidiary, PharMerica, and Kindred's subsidiary, Kindred Pharmacy Services, Inc. (KPS), to their respective shareholders. These spun-off entities will then merge to become wholly-owned subsidiaries of Newco. This transaction is structured to be largely tax-free for both AmerisourceBergen and Kindred shareholders. Upon completion, shareholders from both original companies will equally own 50% of Newco. The structure also allows for one-time cash distributions from the spun-off entities to their parent companies, up to $150 million each, subject to adjustments. This development signals a major shift in AmerisourceBergen's focus, separating its institutional pharmacy operations to create a new, dedicated entity while maintaining key distribution and service agreements with the new company.

Key Highlights

  • 1AmerisourceBergen and Kindred Healthcare are combining their institutional pharmacy businesses into a new, independent publicly traded company ('Newco').
  • 2The transaction involves spinning off AmerisourceBergen's PharMerica and Kindred's KPS to their respective shareholders, followed by a merger into Newco.
  • 3Upon completion, AmerisourceBergen and Kindred shareholders will each own 50% of Newco.
  • 4PharMerica and KPS will each make a one-time cash distribution of up to $150 million to AmerisourceBergen and Kindred, respectively, subject to adjustments.
  • 5The spin-offs are intended to be tax-free for the shareholders of AmerisourceBergen and Kindred.
  • 6AmerisourceBergen will enter into a pharmaceutical distribution agreement with Newco post-transaction.
  • 7The consummation of the transaction is subject to several conditions, including regulatory approvals, financing, and a favorable IRS determination on the tax-free nature of the deal.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce a material definitive agreement for the combination of AmerisourceBergen's and Kindred Healthcare's institutional pharmacy businesses into a new, independent company, Newco. This marks a significant strategic restructuring for AmerisourceBergen.

AmerisourceBergen shareholders will receive shares in the newly formed independent company, Newco, which will own the combined institutional pharmacy businesses. They are expected to own 50% of Newco, and the spin-off of PharMerica is intended to be tax-free.

AmerisourceBergen may receive a one-time cash distribution of up to $150 million from its subsidiary PharMerica before the merger, subject to potential adjustments. Additionally, the company will continue to benefit from a pharmaceutical distribution agreement with the new entity, Newco.

Key conditions include the effectiveness of a registration statement for Newco's shares, receipt of necessary governmental approvals, securing financing for Newco and the cash distributions, and obtaining a favorable determination from the IRS regarding the tax-free nature of the transaction.