UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
AMENDMENT NO. 3
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) or 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MWI VETERINARY SUPPLY, INC.
(Name of Subject Company (Issuer))
ROSCOE ACQUISITION CORP.
a wholly owned subsidiary of
AMERISOURCEBERGEN CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
55402X105
(CUSIP Number of Class of Securities)
John G. Chou, Esq.
Executive Vice President and General Counsel
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA
(610) 727-7000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Damien R. Zoubek, Esq.
Robert I. Townsend III, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount Of Filing Fee(2)
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$2,455,986,170
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$285,385.60
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(1)
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The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation was determined by multiplying (x) $190.00 (i.e., the per share tender offer price) by (y) the sum of (a) 12,913,187, the number of shares of common stock issued and outstanding, (b) 11,726, the number of shares of common stock issuable upon exercise of outstanding stock options and (c) 1330, the number of shares of common stock issuable under MWI’s employee stock purchase plan in respect of the current offering period, based on current participant salary deferrals. The foregoing share figures have been provided by the issuer to the offerors and are as of January 21, 2015, the most recent practicable date.
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(2)
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #2 for Fiscal Year 2015, issued September 30, 2014, by multiplying the transaction value by 0.0001162.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $285,385.60
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Filing Party: AmerisourceBergen Corporation and Roscoe Acquisition Corp.
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Form or Registration No.: Schedule TO
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Date Filed: January 26, 2015
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by: (i) Roscoe Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of AmerisourceBergen Corporation, a Delaware corporation (“AmerisourceBergen” or “Parent”) and (ii) Parent. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 26, 2015 (together with any amendments and supplements thereto, the “Schedule TO”) and relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (“Shares”), of MWI Veterinary Supply, Inc., a Delaware corporation (“MWI”), at a price of $190.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 26, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
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Item 1.
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Summary Term Sheet.
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The Offer to Purchase and Item 1 of the Schedule TO, to the extent such item incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by amending and restating in its entirety the section entitled “Do you have the financial resources to make payment?” in the Summary Term Sheet in the Offer to Purchase to read as follows:
“Do you have the financial resources to make payment?
Yes, we will have sufficient resources available to us to make the payment of your shares. We estimate that the total funds required to purchase all issued and outstanding Shares pursuant to the Offer and to complete the Merger pursuant to the Merger Agreement will be approximately $2.5 billion, including related transaction fees and expenses and refinancing of indebtedness. Parent and Purchaser anticipate funding these payments with cash on hand, new borrowings and from committed debt financing. See Section 9—“Source and Amount of Funds.”
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Item 9.
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Source and Amount of Funds.
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The Offer to Purchase and Item 9 of the Schedule TO, to the extent such item incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
The section entitled “9. Source and Amount of Funds.” is amended and supplemented as follows:
The last two sentences of the first paragraph under the subsection “Debt Financing” are amended and restated in their entirety to read as follows:
“Upon the effectiveness of the Term Loan Credit Agreement (as defined below), the commitments under the Debt Commitment Letter and the Bridge Facility were automatically reduced to $1,150,000,000. In addition, on February 9, 2015, certain other financial institutions became party to the Debt Commitment Letter through a joinder agreement under which they provided commitments in respect of the Bridge Facility.”
The sixth paragraph under the subsection “Debt Financing” is amended and restated in its entirety to read as follows:
“On February 9, 2015, Parent entered into a $1,000,000,000 term loan credit agreement (the “Term Loan Credit Agreement” and such term loan to be made pursuant to the Term Loan Credit Agreement, the “Term Loan”) with various lenders party thereto and Bank of America, as administrative agent. The Term Loan matures five years from the date on which the Term Loan is drawn under the Term Loan Credit Agreement (such date the Term Loan is drawn, the “Closing Date”, and such date the Term Loan matures, the “Maturity Date”). The proceeds of the Term Loan will be used to pay a portion of the cash consideration in respect of the Offer and Merger.
The Term Loan will be subject to quarterly principal payments equal to (1) from the first quarterly principal payment to and including the third anniversary of the first quarterly principal payment, 1.25% of the aggregate principal amount of the Term Loan made on the Closing Date, and (2) thereafter, 2.50% of the aggregate principal amount of the Term Loan made on the Closing Date, with the remaining balance of the Term Loan due upon the Maturity Date. The Term Loan will bear interest at a rate equal either to a base rate plus a margin or a LIBO rate plus a margin. The margin will be based on the public debt ratings of the Company by Standard & Poor’s Ratings Service, Moody’s Investors Service, Inc. and Fitch, Inc. and ranges from 75 basis points to 125 basis points over a LIBO rate and 0 basis points to 25 basis points over a base rate. In addition, until the Closing Date, Parent will pay an annual commitment fee on the undrawn portion of the commitments.
The Term Loan Credit Agreement contains certain affirmative and negative covenants, including compliance with a financial leverage ratio test, as well as others that impose limitations on, among other things, indebtedness of excluded subsidiaries and asset sales. The Term Loan Credit Agreement also contains customary events of default (which are in some cases subject to certain exceptions, thresholds and grace periods) including, but not limited to, nonpayment of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events.
The Closing Date and the funding under the Term Loan Credit Agreement are subject to customary conditions, including, without limitation:
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consummation of the Merger;
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the delivery of certain audited, unaudited and pro forma financial statements;
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since January 11, 2015, there not having been any change, event or occurrence that has had, or would reasonably be expected to have a, "material adverse effect" on MWI (which is defined in the Term Loan Credit Agreement in a manner consistent with the comparable term in the Merger Agreement; see Section 11—"The Transaction Agreements");
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the accuracy of certain specified representations and warranties in the Merger Agreement and specified representations and warranties in the Term Loan Credit Agreement;
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the delivery of a solvency certificate from the chief financial officer of Parent and certain other customary closing documents (including customary legal opinions, customary evidence of authorization, closing certificates, good standing certificates (to the extent applicable), documentation required under applicable "know your customer" and anti-money laundering laws and a borrowing notice); and
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the payment of fees and the reimbursement of expenses required to be paid or reimbursed pursuant to the Term Loan Credit Agreement.
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Subject to the terms and conditions of the Merger Agreement, Parent will use its commercially reasonable efforts to obtain the Financing (as defined in the Merger Agreement) on the terms and conditions described in the Debt Commitment Letter and the Term Loan Credit Agreement and will not, subject to certain exceptions, agree to or permit any amendments, restatements, supplements, or modifications to, or grant any waivers of, any condition or other provision under the Debt Commitment Letter, the Term Loan Credit Agreement or the definitive agreements relating to the Financing if such amendments, supplements, modifications or waivers would (i) reduce the aggregate amount of the Financing by an amount that would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, (ii) impose new or additional conditions or otherwise expand, amend or modify any other provision of the Debt Commitment Letter or the Term Loan Credit Agreement that would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or (iii) otherwise be reasonably likely to (a) prevent or materially impede, interfere with, hinder or delay the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement or (b) adversely impact the ability of Parent or Purchaser to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements relating to the Financing. See Section 11—"The Transaction Agreements."”
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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(a)(5)(G)
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Presentation published by AmerisourceBergen on February 8, 2015.*
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(b)(2)
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Term Loan Credit Agreement, dated as of February 9, 2015, among AmerisourceBergen Corporation, the lenders party thereto and Bank of America, N.A., as Administrative Agent, originally filed as Exhibit 10.1 to AmerisourceBergen’s Current Report on Form 8-K filed by AmerisourceBergen with the Securities and Exchange Commission on February 9, 2015, which is incorporated by reference herein.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2015
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ROSCOE ACQUISITION CORP.
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By:
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/s/ John G. Chou |
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Name: |
John G. Chou |
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Title: |
Executive Vice President and General Counsel
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AMERISOURCEBERGEN CORPORATION
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By:
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/s/ John G. Chou |
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Name: |
John G. Chou |
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Title: |
Executive Vice President and General Counsel
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EXHIBIT INDEX
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(a)(5)(G)
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Presentation published by AmerisourceBergen on February 8, 2015.*
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(b)(2)
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Term Loan Credit Agreement, dated as of February 9, 2015, among AmerisourceBergen Corporation, the lenders party thereto and Bank of America, N.A., as Administrative Agent, originally filed as Exhibit 10.1 to AmerisourceBergen’s Current Report on Form 8-K filed by AmerisourceBergen with the Securities and Exchange Commission on February 9, 2015, which is incorporated by reference herein.
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Exhibit (a)(5)(G)
AmerisourceBergen and MWI Expanding value to our customers February 2015
Additional Information This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of MWI common stock. AmerisourceBergen has filed with the SEC a tender offer statement on Schedule TO regarding the tender offer described herein, and MWI has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 regarding such tender offer. MWI’s stockholders are strongly advised to read these tender offer materials, as well as any other documents relating to the tender offer and the associated transactions that are filed with the SEC, carefully and in their entirety, as they may be amended from time to time, because they contain important information about the tender offer that MWI’s stockholders should consider prior to making any decisions with respect to the tender offer. Stockholders of MWI may obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov, by directing a request to the Information Agent at (866) 277-8239 or MWIV@georgeson.com 2 2/8/2015
Today’s Agenda Part 1 Getting to Know AmerisourceBergen Part 2 Shaping Healthcare Delivery Part 3 The Value We Provide Part 4 AmerisourceBergen and MWI Part 5 Our Shared Future 3 2/8/2015 CONFIDENTIAL
Getting to Know AmerisourceBergen
AmerisourceBergen is a leading global healthcare solutions company We are shaping healthcare delivery with solutions that improve product access, increase supply chain efficiency and enhance patient care 5 2/8/2015
Key Differentiators Knowledge Reach Partnership 6 2/8/2015
Key Differentiators Knowledge Unsurpassed expertise in healthcare policy and consulting combined with deep knowledge in brand, specialty, generic and OTC sourcing, distribution and product commercialization. 7 2/8/2015
Key Differentiators Reach Market leadership positions that drive global supply chain efficiency and improve product access – from pharmacies to providers and patients. 8 2/8/2015
Key Differentiators Partnership Innovative partnership philosophy driven by a commitment to help you capitalize on the dynamic changes in healthcare delivery. 9 2/8/2015
About Me Born in South Africa Graduate of the University of Witwatersrand in Johannesburg with a degree in accounting Lieutenant in the South African Air Force Came to California in 1989 to work for a orthopedics distribution company Joined Alternate Site Distributors (ASD) Healthcare in 1994 as the general manager President of Bergen Brunswig Specialty Group in 1999 President, AmerisourceBergen Specialty Group (ABSG) following the merger of Amerisource Health and Bergen Brunswig in 2001 President of AmerisourceBergen Drug Corporation (ABDC) in 2009 President and CEO of AmerisourceBergen (ABC) in 2011 10 2/8/2015
Lessons Learned A collaborative team will produce greater results than even the best individual performer Be bold. Think broadly as we bring our offerings to the market. Continuous innovation creates market leadership Choose the right customers and stay close to the customers you have Intellectual confidence produces transformational results 11 2/8/2015
Shaping Healthcare Delivery
AmerisourceBergen: By the Numbers Annual Revenue $120B $110B $100B $90B $80B $70B $60B $50B $40B $30B $20B $10B 0 AmerisourceBergen Microsoft P&G a g $119B $86B $83B $74B $59B 95% 55% 100% U.S hospitals served with specialty medications Market share in private practice oncology, by volume Percentage of major U.S. pharmaceutical manufacturers served 14,000+ associates 10+ offices 50+ countries 13 2/8/2015
US Supply Chain Network Invested $1 billion over past 10 years in distribution network and IT systems 6 highly automated Distribution Centers were built in strategic locations Seattle Sacramento Valencia Corona Phoenix Salt Lake City Denver Dallas Houston Kansas City Minneapolis Chicago Williamston Columbus Bethlehem Mansfield Amityville Richmond Paducah Raleigh Atlanta Birmingham Orlando Puerto Rcio Corporate HQ Office Locations ABC Distribution Centers Automated Distribution Centers National Distribution Center 14 2/8/2015
An Emerging Global Leader North American Distribution Centers (29 Total) Investigational Drug Storage Depots (13 Total) Office Locations (150+ Total) 15 2/8/2015
Expanding Our Worldwide Footprint Not a one-size-fits-all approach Combine global best practices with localized expertise and resources to create customized solutions for manufacturers Global Services AmerisourceBergen Bern, Switzerland offices to support global manufacturer commercialization strategies. Convenient to Walgreens and Alliance Boots sourcing partners World Courier AmerisourceBergen Leveraging global presence to expand commercial operations (Australia 3PL). Leveraging ABC to expand clinical services (Cubixx) Profarma Specialty Powered by AmerisourceBergen Joint venture to merge local knowledge of Brazil market with proven solutions and approaches from U.S. and Canada Innomar Strategies AmerisourceBergen Exploring how product commercialization lessons learned in Canada can be applied elsewhere—while continuing to improve operational excellence 2/8/2015
Services and Solutions Delivered Through: AmerisourceBergen Drug Corporation Drug distribution to retail pharmacies, hospitals and alternate sites Good Neighbor Pharmacy services to independent pharmacies Product dispensing and packaging solutions Business coaching and consulting AmerisourceBergen Specialty Group Specialty drug distribution to physician offices, hospitals and alternate sites Practice efficiency solutions 3PL and clinical trial logistics Specialty pharmacy Consulting Services Global health outcomes Patient access and adherence services Global Sourcing & Manufacturing Relations Global partnership development with pharmaceutical manufacturers Product sourcing and supply chain management across all channels PRxO Generics program management and operations17 2/8/2015
Executive Lead Team Steve Collis President and Chief Executive Officer June Barry EVP, Human Resources John Chou EVP, General Counsel Gina Clark EVP, Chief Marketing Officer Dale Danilewitz EVP, Chief Information Officer James Frary President, ABSG Tim Guttman EVP, Chief Financial Officer Peyton Howell President, Global Sourcing & Manufacturer Relations Larry Marsh EVP, Chief Strategy Officer Bob Mauch President, ABDC Dave Neu EVP, Retail Strategy ABDC Sun Park SVP, Corporate Development 18 2/8/2015
We’ve integrated our global sourcing and distribution services with innovative solutions that place our customers in the best position to capitalize on the changes in healthcare delivery. 20 2/8/2015
Services and Solutions Global Sourcing & Distribution Pharmacy Solutions Provider Solutions Manufacturer Solutions Health System Solutions 21 2/8/2015
Where Do We Add Value: Global Sourcing & Distribution Improve Supply chain efficiency Product access for providers Security and reliability Expertise Branded Generic Specialty OTC Combined with Walgreens and Alliance Boots, purchase 12-15% of global generics 22 2/8/2015
Where Do We Add Value: Solutions for Pharmacies Enhance Operational efficiency and revenue diversification Patient access and retention through managed care network Ordering and inventory management Dispensing solutions and packaging Access to generics through PRxO Generics Expertise Customized pharmacy solutions to match site of care needs Business consulting Technology and packaging solutions Private label line with BluePoint in Ireland Daily deliveries to 15,000+ retail and independent pharmacy locations in the US.
Where Do We Add Value: Solutions for Healthcare Providers Enhance Ability to protect and grow business Financial performance Patient engagement Industry knowledge Expertise Contracted pharmaceutical purchasing Clinical and operational consulting Technology and automation Largest and most influential network of private practice oncologists in the United States
Where Do We Add Value: Solutions for Manufacturers Increase Product speed to market Patient access and adherence to therapy Supply chain performance Product utilization among prescribers Expertise Strategic consulting Patient support services Global logistics Customer contracting Tens of millions of patients supported annually by 4,000+ associates.
Where Do We Add Value: Solutions for Health Systems Enhance Operational performance and cost control Coordination of care and health outcomes across the health system Access and management of specialty products and their unique requirements Expertise Strategic and operational consulting Packaging solutions Technology and pharmacy automation Provides pharmaceuticals to 95% of hospitals in the US
Walgreens & Alliance Boots
The Scope of the Partnership Unparalleled access to generic drugs through the Walgreens/Alliance Boots joint venture This contract provides broad international reach and significant knowledge-sharing opportunities, enabling us to: Collaborate to create efficiencies; Design programs to improve access to pharmaceuticals for healthcare providers worldwide. The creation of an unprecedented and efficient global network is designed to shape healthcare delivery by: Making it easier for manufacturers to bring products to market and improving patient access; Increasing accessibility to the benefits of global sourcing and best practices for community pharmacies. Walgreens Alliance Boots 28 2/8/2015 CONFIDENTIAL
AmerisourceBergen and MWI
Our Shared Core Values Accountability Passion Collaboration Integrity Customer Focus Innovation Dedication Quality 30 2/8/2015
Expanding Our Value to Animal Health Customers Why MWI Veterinary Supply? Industry innovator with a strong track record of success and respect in a growing marketplace Demand-generating sales force deeply committed to customers Employer of choice and a Top Workplace winner Alignment between company cultures and core values Logical extension of AmerisourceBergen’s current services to manufacturers Opportunity to share best practices between the independent practicioner model and the independent veterinary practice model in areas such as: Branding and messaging Business coaching Extend our view of our stakeholders to include companion and production animals International expansion platform to make MWI the leading global animal health company 31 2/8/2015
Where Our Market Approaches Differ Human healthcare trends Heightened consumer awareness of healthcare costs Generics dominance Fee-for-service model Independent providers face increasing pressures Companion animal approach Cash pay with favorable regulatory environment Branded products and less patent impact Buy/sell model with manufacturers Independent providers lead the companion animal market Production animal approach Consumer awareness of food safety and growing Biologicals and parasiticides drive growth Emphasis on bio-secure delivery Large producers and farm collectives lead the production animal market 32 2/8/2015
Our Shared Financial Path The first quarter of fiscal 2015 is off to a great start for ABC: Revenue was up 15% compared to Q1 FY14 Gross profit was up 23% compared to Q1 FY14 EPS was up 42% compared to Q1 FY14 and 17 cents above consensus MWI just announced a strong December quarter: Revenues were 16.2% higher than the same period in the prior fiscal year Operating income was 8.3% higher than the same period in the prior fiscal year EPS was $1.57 for the quarter, compared to $1.45 for the same period in the prior fiscal year, an increase of 8.3% AmerisourceBergen announced that MWI will add 10 cents of earnings to the second half of FY 2015
Our Shared Goal By 2021, AmerisourceBergen will be the number one global pharmaceutical services company – number one in size, number one in breadth and depth of service, number one in the ability to meet local market needs around the world. 35 2/8/2015
Our Shared Future We are excited about the opportunities that lie ahead for AmerisourceBergen and MWI Your commitment to your customers will continue to differentiate us from our competitors Together we can continue to shape healthcare delivery 36 2/8/2015
AmerisourceBergen Where knowledge, reach and partnership shape healthcare delivery.
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