Attached files
| file | filename |
|---|---|
| EX-99.1 - NEWS RELEASE - AMERISOURCEBERGEN CORP | ex99-1.htm |
| EX-10.1 - SHAREHOLDERS AGREEMENT - AMERISOURCEBERGEN CORP | ex10-1.htm |
| EX-2.1 - SHARE PURCHASE AGREEMENT - AMERISOURCEBERGEN CORP | ex2-1.htm |
| 8-K - CURRENT REPORT - AMERISOURCEBERGEN CORP | form8-k.htm |
Exhibit 99.2
AmerisourceBergen and Walgreens Boots Alliance Announce Strategic Agreement January 6, 2021
Cautionary note regarding forward-looking statements 2 This communication contains “forward-looking statements”. These
statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Our statements regarding adjusted EPS accretion and adjusted free cash flow growth are forward-looking statements and subject to
significant uncertainty. In addition, other forward- looking statements may include, without limitation, statements about the proposed acquisition and related strategic transactions, the expected timetable for completing the proposed
acquisition and related strategic transactions, the expected benefits and synergies of the proposed acquisition and related strategic transactions, future opportunities forAmerisourceBergen and WBA and any other statements regarding
AmerisourceBergen’s, Alliance Healthcare’s or WBA’s future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market
opportunities, strategies, competitions, and other expectations and targets for future periods. Forward-looking statements may often be identified by the use of words such as “will”, “may”, “could”, “should”, “would”, “project”, “believe”,
“anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue”, “target” and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future
results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the parties’ ability to meet expectations regarding
the timing of the proposed acquisition and related strategic transactions; the parties’ ability to consummate the proposed acquisition and related strategic transactions; the conditions to the completion of the proposed acquisition and related
strategic transactions; the regulatory approvals required for the proposed acquisition and related strategic transactions not being obtained on the terms expected or on the anticipated schedule or at all; inherent uncertainties involved in the
estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with GAAP and related standards, or on an adjusted basis; the integration of Alliance Healthcare into
AmerisourceBergen being more difficult, time consuming or costly than expected; AmerisourceBergen’s or Alliance Healthcare’s failure to achieve expected or targeted future financial and operating performance and results; the possibility that
the combined company may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the proposed acquisition and related strategic transactions within the expected time frames or at all; customer loss and
business disruption being greater than expected following the proposed acquisition and related strategic transactions; the retention of key employees being more difficult following the proposed acquisition and related strategic transactions;
the effect of any changes in customer and supplier relationships and customer purchasing patterns; the impacts of competition; changes in the economic and financial conditions of the business of AmerisourceBergen or Alliance Healthcare; and
uncertainties and matters beyond the control of management and other factors described under “Risk Factors” in each of AmerisourceBergen’s and WBA’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC. You
can access AmerisourceBergen’s or WBA’s filings with the SEC through the SEC website at www.sec.gov or through AmerisourceBergen’s or WBA’s website, and AmerisourceBergen and WBA strongly encourage you to do so. Except as required by applicable
law, AmerisourceBergen, Alliance Healthcare and WBA undertake no obligation to update any statements herein for revisions or changes after the date of this communication.GAAP / non-GAAP ReconciliationThis release includes the presentation and
discussion of certain financial information that differs from what is reported under GAAP. These non-GAAP financial measures, including, but not limited to, EBITDA, adjusted free cash flow and adjusted EPS are presented in order to supplement
investors’ and other readers’ understanding and assessment of the financial performance of AmerisourceBergen. Non-GAAP measures should be considered only as supplements to, not as substitutes for or as superior measures to, the measures of
financial performance prepared in accordance with GAAP.
Today’s announcement is consistent with our commitment to creating healthier futures Advancing AmerisourceBergen’s
role as a key pillar of pharmaceutical innovation and access
Next evolution of enhancing ability to provide innovative and global healthcare solutions 4 Acquisition of Alliance
Healthcare will: Add to the breadth and depth of valued services offered to customersBuild on and extend core distribution expertise with established European leaderEnhance global platform of manufacturer services to support pharmaceutical
innovation Extension and expansion of strategic partnership with WBA will: Extend U.S. distribution agreement through 2029Expands partnership to create incremental growth and efficiency in sourcing, logistics and distributionIncrease scale
and efficiency of U.S. network for all downstream customersCreate opportunities for further global collaboration
Alliance Healthcare enhances scale, extends distribution footprint and adds to platform for further growth 5 Enhances
scale and margin profile with high-teens % adjusted EPS accretion beginning in the first fiscal year after transaction closes* 2 1 3 Extends core wholesale, distribution, and related solutions capabilities into markets across the United
Kingdom, Europe and Northern Africa Strengthens global platform of higher-margin manufacturer services to support innovation, further positioning AmerisourceBergen as partner of choice 4 Extends and expands existing U.S. WBA partnership
through 2029, and creates incremental growth and efficiency in sourcing, logistics and distribution *The Company does not provide forward-looking guidance on a GAAP basis as certain information, the probable significance of which cannot be
determined, is not available and cannot be reasonably estimated. Please refer to exhibit 99.1 to the Company’s most recent Current Report on Form 8-K furnished under Item 7.01 for more information.
Extends core distribution expertise with established leader 6 Overview Highlights One of the largest
pharmaceutical wholesalers in Europe; primarily under the Alliance brand; top 3 market share in majority of countries with operations Leading European wholesalerSupplies to 115K+ pharmacies, doctors, health centers Manufacturer
services Leading pharma logistics company delivering specialist supply chain services for manufacturers across healthcare industry #1 European presence Partners with healthcare companies and professionals to provide innovative personalized
solutions to help improve patient care Operates in UK, France, Spain, The Netherlands and Romania Provides clients with professional set of brand service capabilities combining pharmacy channel expertise and commercial experience Unique
access across6 countries Products Alliance’s own range of high quality generic medicines #1 UK generic brand(400 SKUs GRx, OTC products) Alliance’s own brand of patient and personal care products 600+ productsSignificant penetration
upsideGross margins of 30–40% Retail Leading network of independent pharmacies; offers value-added services to independent pharmacies and manufacturers 6,970 members across 10 countries
Leading global manufacturer services platform Strong private-label brands Respected network of independent
pharmacies Strengthens AmerisourceBergen’s position as partner of choice 7 Enhances ability to provide greater breadth of product offerings andservices to customers
Enhances AmerisourceBergen’s position as market leader 8 Market Position #1 UK wholesale#3 France wholesale#2
Turkey wholesale#1 Egypt wholesale #1 distributor and integrated solutions provider for specialty pharmaceuticals#1 distributor of animal health products Pro Forma Wholesale & pre- wholesale in 13 countriesRange of manufacturer services
across marketsPrivate label generic brands, patient care products Wholesale and Specialty Distribution in US, Canada and BrazilClinical trial logistics in50+ countries Global leader in pharmaceutical distribution and services Extending
our pharmaceutical distribution footprint and enhancing our global platform of manufacturer services to support pharmaceutical innovation + ABC Pharmaceutical Distribution and Solutions ABC World Courier ABC World
Courier Alliance =
Agreement summary 9 Highlights Acquisition of majority of Alliance Healthcare (WBA’s European / ex-US
pharmaceuticaldistribution business)Extends and expands U.S. distribution agreement between ABC and WBA for three additional years through 2029 Financial Impact Approximately $6.5 billion transaction to be paid with $6.275 billion in cash,
subject to a customary working capital and net-debt adjustment, and 2 million shares of AmerisourceBergen stockAcquisition is expected to generate high-teens % adjusted EPS accretion in first year post close*Synergies from acquisition of
Alliance Healthcare to ramp to an annual run-rate of $75 million in the fourthyearAdjusted EPS accretion accelerates as synergy value from acquisition is captured and as expanded U.S. distribution relationship financial benefits rampAdjusted
free cash flow to increase to 125% of AmerisourceBergen's stand-alone estimates*Positive contribution to cash generation will support debt reduction in the years following transaction closeExpect to maintain strong investment grade credit
rating Timing and Closing Expect to close transaction by fiscal year-end (September 2021)Subject to customary closing conditions and regulatory approvals Management Expect to retain key employees, including leadership team of Alliance
Healthcare *The Company does not provide forward-looking guidance on a GAAP basis as certain information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. Please refer to exhibit
99.1 to the Company’s most recent Current Report on Form 8-K furnished under Item 7.01 for more information.
Expands strategic and operational partnership with WBA 10 Joint AmerisourceBergen and Walgreens teams have identified
opportunities for growth and efficiency through expansion of sourcing, logistics and distribution collaborationSynergies expected to ramp over three years to an annual run-rate in the fourth year of $150 million, split equally between the two
companiesInitiatives support Walgreens pharmacy and create differentiated value for all AmerisourceBergen’s customers
Financial Impacts Advances AmerisourceBergen’s role as a key pillar of pharmaceutical innovation and
access 11 Enhances scale and margin profileExtends core wholesale, distribution, and related solutions capabilities into markets across the United Kingdom, Europe and Northern AfricaStrengthens global platform of higher- margin manufacturer
services to support innovation, further positioning AmerisourceBergen as partner of choiceExtends and expands existing U.S. WBA partnership through 2029, and creates incremental growth and efficiency in sourcing, logistics and
distribution Acquisition expected to generate high-teens %adjusted EPS accretion in first fiscal year post close*Adjusted EPS accretion expected to accelerate in subsequent years as synergy value captured from acquisition and as expanded U.S.
distribution relationship financial benefits rampAdjusted free cash flow expected to increase to125% of AmerisourceBergen's stand-alone estimates*Positive contribution to cash generation will support debt reduction in the years following
transaction closeExpected to maintain strong investment gradecredit rating Strategic Highlights United in our responsibility to create healthier futures *The Company does not provide forward-looking guidance on a GAAP basis as certain
information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. Please refer to exhibit 99.1 to the Company’s most recent Current Report on Form 8-K furnished under Item 7.01 for more
information.
Where knowledge, reach and partnership shape healthcare delivery.