8-KAcquisitions & DispositionsOther EventsExhibits & Filings

Cencora, Inc. 8-K Report, Acquisition Completed (Feb 24, 2015)

Filed February 24, 2015For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) has officially completed its acquisition of MWI Veterinary Supply, Inc. (MWI). The tender offer for MWI shares expired on February 23, 2015, with approximately 78.1% of outstanding shares tendered and not withdrawn, exceeding the minimum tender condition. This strong shareholder participation paved the way for the subsequent merger on February 24, 2015, making MWI a wholly owned subsidiary of Cencora. The total consideration for this acquisition amounted to approximately $2.5 billion. Cencora financed this significant transaction through a combination of existing cash reserves, proceeds from a previously secured Term Loan, and the issuance of Notes. This strategic move is expected to broaden Cencora's service offerings and market presence within the animal health sector.

Key Highlights

  • 1Completion of the acquisition of MWI Veterinary Supply, Inc. (MWI) by Cencora, Inc. (formerly AmerisourceBergen).
  • 2The tender offer for MWI shares successfully closed on February 23, 2015, with approximately 78.1% of shares tendered.
  • 3The merger was completed on February 24, 2015, making MWI a wholly owned direct subsidiary of Cencora.
  • 4The total aggregate consideration paid for the acquisition was approximately $2.5 billion.
  • 5The acquisition was funded through a combination of Cencora's available cash, proceeds from a Term Loan, and the sale of Notes.
  • 6MWI shares will no longer be listed on the NASDAQ Global Select Market following the completion of the merger.
  • 7The transaction is a significant strategic move for Cencora, expanding its footprint in the animal health industry.

Frequently Asked Questions

This 8-K filing is highly significant as it confirms the successful completion of Cencora's acquisition of MWI Veterinary Supply, Inc. It signals the realization of a major strategic initiative, the integration of a new business, and the substantial capital deployment of approximately $2.5 billion. Investors should assess the potential synergies and the impact of this acquisition on Cencora's future revenue and profitability.

Cencora financed the acquisition using a multi-pronged approach. This included utilizing its existing cash on hand, drawing proceeds from a previously established Term Loan, and leveraging funds from the recent sale of its Notes. This indicates a well-planned financing strategy to secure the necessary capital for this significant transaction.

Following the completion of the merger, all MWI shares that were not dissenting shares or held by the company were converted into the right to receive the specified Offer Price per share. MWI has become a wholly owned subsidiary of Cencora, and its shares will no longer be listed on the NASDAQ Global Select Market.

The immediate implication is the integration of MWI's operations into Cencora. This is expected to expand Cencora's presence and capabilities within the animal health sector. Investors will look for management's updates on integration progress and the realization of expected synergies in subsequent filings.