8-KMaterial AgreementsRegulation FDExhibits & Filings

Cencora, Inc. 8-K Report, Material Agreement (Jan 12, 2015)

Filed January 12, 2015For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) announced on January 12, 2015, that it has entered into a definitive agreement to acquire MWI Veterinary Supply, Inc. through its wholly-owned subsidiary, Roscoe Acquisition Corp. The acquisition will be conducted via a cash tender offer for all outstanding MWI shares at a price of $190.00 per share, representing a significant premium. This move signals Cencora's strategic expansion into the animal health sector. The transaction is structured to proceed with a tender offer followed by a back-end merger without requiring a stockholder vote, subject to customary closing conditions including regulatory approval under the Hart-Scott-Rodino Act and the tender of a majority of MWI's outstanding shares. The deal is not subject to any financing condition, with Bank of America committed to providing a $2.15 billion senior unsecured bridge term loan facility. Cencora management anticipates that this acquisition will create substantial value and enhance its market position.

Key Highlights

  • 1Cencora (formerly AmerisourceBergen) is acquiring MWI Veterinary Supply in a cash tender offer for $190.00 per share.
  • 2The total transaction value is implied to be substantial, given the per-share price and the $2.15 billion committed financing.
  • 3The acquisition is structured as a tender offer followed by a merger, allowing for a streamlined closing process without a shareholder vote.
  • 4Key closing conditions include regulatory approval (Hart-Scott-Rodino) and the tender of a majority of MWI's outstanding shares.
  • 5The transaction is not contingent on Cencora securing financing, as Bank of America has provided a commitment letter for a $2.15 billion bridge loan.
  • 6MWI's stock options will vest upon the offer closing, and restricted stock awards will become fully vested.
  • 7MWI is subject to customary 'no-shop' provisions but can consider superior unsolicited acquisition proposals under certain conditions, with a termination fee of $76 million payable by MWI in specific circumstances.

Frequently Asked Questions

This 8-K filing announces that Cencora (then AmerisourceBergen Corporation) has entered into a material definitive agreement to acquire MWI Veterinary Supply, Inc. It details the terms of the tender offer and subsequent merger, financing arrangements, and key conditions for closing the transaction.

Cencora is offering $190.00 per share in cash for all outstanding shares of MWI Veterinary Supply. The acquisition will be completed through a cash tender offer by Cencora's subsidiary, Roscoe Acquisition Corp., followed by a merger into MWI, making MWI a wholly-owned subsidiary of Cencora.

No, the acquisition is not subject to a financing condition. Bank of America, N.A. has provided a commitment letter for a $2.15 billion senior unsecured bridge term loan facility to fund the transaction, indicating that financing is secured.

Yes, the transaction is subject to customary closing conditions, including the successful tender of at least a majority of MWI's outstanding shares on a fully diluted basis, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other standard closing requirements.