0000950103-17-007504.txt : 20170802 0000950103-17-007504.hdr.sgml : 20170802 20170802130113 ACCESSION NUMBER: 0000950103-17-007504 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20170802 DATE AS OF CHANGE: 20170802 EFFECTIVENESS DATE: 20170802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PharMerica CORP CENTRAL INDEX KEY: 0001388195 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 870792558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33380 FILM NUMBER: 17999162 BUSINESS ADDRESS: STREET 1: 1901 CAMPUS PLACE CITY: LOUISVILLE STATE: KY ZIP: 40299 BUSINESS PHONE: 502.627.7000 MAIL ADDRESS: STREET 1: 1901 CAMPUS PLACE CITY: LOUISVILLE STATE: KY ZIP: 40299 FORMER COMPANY: FORMER CONFORMED NAME: SAFARI HOLDING CORP DATE OF NAME CHANGE: 20070130 DEFA14A 1 dp79147_defa14a.htm FORM DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant x
Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
x	Soliciting Material Pursuant to § 240.14a-12

PHARMERICA CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

	x	No fee required.
	¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

	¨	Fee paid previously with preliminary materials.
	¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

EXHIBIT INDEX

Exhibit Number		Description
99.1		Letter sent to PharMerica Corporation clients
99.2		Letter and FAQ sent to PharMerica Corporation employees
99.3		Client talking points
99.4		PharMerica Corporation senior leaders communications toolkit
99.5		Letter and FAQ sent to Amerita, Inc. employees
99.6		Letter and FAQ sent to OncoMed Specialty, LLC employees

EX-99.1 2 dp79147_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

CLIENT LETTER

Dear [INSERT CLIENT],

PharMerica announced this morning that it has entered into an agreement to be acquired by a newly formed company controlled by Kohlberg, Kravis and Roberts (KKR), a leading private equity firm, with Walgreens Boots Alliance, a world leader in pharmaceutical services, as a minority investor. This partnership will significantly enhance our ability to develop and rapidly scale new products and services that are specifically directed towards addressing the changing needs of senior care.

Over the past several years we have focused our efforts on providing world-class pharmaceutical services to our clients and customers and developing innovative solutions to address the changing needs of senior care. For example, we introduced products such as TransitionRx™ and DischargeRx™ to reduce the risk of re-hospitalization. We launched ValueMed™ a unique medication management service for the Assisted Living Facilities and residents. Partnering with Walgreens, the largest provider in the U.S. with a reputation for high quality, will significantly enhance our ability to roll out and scale our products and services.

PharMerica’s leadership and management will remain unchanged and we assure you that there will be no changes in the pharmaceutical, clinical and technology services you currently receive. Our dedicated 6,000+ associates are committed to executing our value proposition - industry leading medication availability, cost containment and regulatory and educational services.

Your Account Manager will contact you to answer any questions you might have. We expect the transaction to close by early 2018 and look forward to continuing our partnership.

Best Regards,

[INSERT]

Important Information For Investors And Stockholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of PharMerica Corporation (“PharMerica”) by Phoenix Parent Holdings Inc. and Phoenix Merger Sub Inc. In connection with this transaction, PharMerica will file relevant materials with the Securities Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS OF PHARMERICA ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (when available) will be mailed to stockholders of PharMerica. Investors and security holders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by PharMerica through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PharMerica will be available free of charge on PharMerica’s internet website at http://www.PharMerica.com or by contacting PharMerica’s Investor Relations Department by email at Robert.Dries@pharmerica.com or by phone at +1 (502) 627-7000.

Participants in Solicitation

PharMerica and its directors and certain of its executive officers may be considered participants in the solicitation of proxies from PharMerica’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of PharMerica is set forth in its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 24, 2017, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, which was filed with the SEC on May 10, 2017, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, which was filed with the SEC on August 2, 2017, its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on May 1, 2017, and its Current Report on Form 8-K, which was filed with the SEC on April 21, 2017. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials in connection with the transaction to be filed with the SEC when they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed acquisition of PharMerica, including any statements regarding the expected timetable for completing the proposed transaction, benefits of the proposed transaction, future opportunities, future financial performance and any other statements regarding future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.

failure to obtain the required vote of PharMerica’s stockholders; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; and risk that the transaction and its announcement could have an adverse effect on PharMerica’s ability to retain customers and retain and hire key personnel. Additional information concerning these and other risk factors can be found in PharMerica’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including PharMerica’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. PharMerica’s forward-looking statements are based on assumptions that PharMerica believes to be reasonable but that may not prove to be accurate. PharMerica assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

EX-99.2 3 dp79147_ex9902.htm EXHIBIT 99.2

Exhibit 99.2

Dear PharMerica Associates:

This morning we announced that PharMerica has entered into an agreement to be acquired by a newly formed company controlled by KKR, with Walgreens Boots Alliance as a minority investor.

PharMerica’s leadership and management will remain unchanged. This change will significantly enhance our ability to develop and rapidly scale new products and services. This partnership will benefit us as employees; our clients and customers; and patients.

Our company has a bright future and we need to focus on continuing to flawlessly execute our value proposition. We expect the transaction to close by early 2018, but until the transaction closes, it is business as usual at PharMerica.

Attached is a FAQ that will answer questions that you might have.

Best Regards,

INSERT

PharMerica Employee FAQ

What was announced?

We announced that PharMerica has entered into an agreement to be acquired by a newly formed company controlled by KKR, a leading private equity firm, with Walgreens Boots Alliance as a minority investor. Upon completion of the transaction, PharMerica will become a private company.

We are thrilled to partner with KKR, one of the most successful private equity firms in the world, and Walgreens, a strong strategic partner.

Why will we become a private company?

This change will make the Company stronger by allowing the Company to focus on long-term growth without the pressures of the short-term demands of a public company.

We believe that this transaction will deliver substantial benefits to our clients and employees.

Who is KKR?

KKR is one of the most successful private equity firms in the world.

KKR has unparalleled experience in investing in leading companies and helping them take their success to the next level.

Why are KKR and Walgreens the right owners for PharMerica?

This partnership will significantly enhance our ability to develop and rapidly scale new products and services specifically directed towards addressing the changing needs of senior care.

With the support of KKR’s unparalleled experience in investing in leading companies and a strategic partner in Walgreens, we will have additional resources and expertise to advance and grow our business.

Will there be any layoffs or facility closures?

This transaction is about facilitating the continued growth and success of our company.

There are no plans to close any PharMerica facilities.

We will continue as a standalone company and it is business as usual for the foreseeable future.

Will there be any changes to employee salaries, compensation or benefits as a result of the transaction?

For the foreseeable future, there are no planned changes to employee salaries, annual bonuses or benefits.

Are clients being informed of this transaction? What do I say if a client or customer asks me about this?

Yes, we are notifying clients. We value our client and business partner relationships and are communicating this exciting news to them, just as we are to you.

If a client or customer does reach out you should tell them that it is business as usual, and that we are focused on doing what we do best—providing innovative world-class pharmacy services. Until closing, PharMerica must continue to operate as an independent and separate company.

Attached please find the client letter.

What do I do if I’m contacted by media or other third parties?

Should you receive any inquiries from outside parties, please direct them to Robert Dries at 502-627-7475 or Robert.Dries@pharmerica.com.

Important Information For Investors And Stockholders

Participants in Solicitation

Cautionary Statement Regarding Forward-Looking Statements

EX-99.3 4 dp79147_ex9903.htm EXHIBIT 99.3

Exhibit 99.3

Client Talking Points

As you saw, we recently announced some exciting news about PharMerica.

PharMerica has entered into an agreement to be acquired by a newly formed company controlled by KKR, with Walgreens Boots Alliance as a minority investor.

Once the transaction is complete, PharMerica will become a private company.

Today’s announcement is great news for our clients, customers and patients. We have formed a great partnership. KKR is one of the most successful private equity firms in the world, and Walgreens is a world-class pharmacy services organization.

This partnership will significantly enhance our ability to develop and rapidly scale new products and services specifically directed towards addressing the changing needs of senior care.

Serving you, our client (customer), remains our top priority, and we are committed to continuing to deliver the exceptional services you have come to expect. The ownership structure of PharMerica will change, but our leadership, your normal contacts at the Company, and our commitment to excellence will remain the same.

We expect the transaction to close by early 2018, but until the transaction closes, it is business as usual at PharMerica.

Thank you for your continued support and we will keep you updated on any important developments. Please feel free to reach out with any questions.

Important Information For Investors And Stockholders

Participants in Solicitation

Cautionary Statement Regarding Forward-Looking Statements

EX-99.4 5 dp79147_ex9904.htm EXHIBIT 99.4

Exhibit 99.4

To:	PharMerica Senior Leaders

Re:	Communications Toolkit

As detailed in the press release, PharMerica has entered into an agreement to be acquired by a newly formed company controlled by KKR, a leading private equity firm, with Walgreens Boots Alliance as a minority investor. We are excited about this partnership, which will deliver substantial benefits to our clients and employees.

As leaders at PharMerica, you will play an important role in setting the right tone from the outset and communicating with our employees at all levels of the organization. Attached you will find a copy of the following communications materials regarding this announcement:

The Press Release;

An Employee Letter and Employee FAQs;

A Client Letter and Client Talking Points

As you familiarize yourself with the communications materials, there are a number of things to keep in mind:

How you present and discuss this transaction will affect how employees under your supervision respond. Please keep up your energy and enthusiasm for PharMerica, and encourage your employees to embrace this new change.

It’s important that only the designated company executives or spokespeople speak publicly about this transaction on PharMerica’s behalf. Consistent with our policy, please be sure you and your teams forward any media inquiries to Robert Dries at 502-627-7475 or Robert.Dries@PharMerica.com. Additionally, please be sure that you and your teams do not comment about the transaction on social media.

The attached documents and messages have been approved by legal counsel. Therefore, it is important that you do not add to or alter these materials or any other communications you may receive in the future regarding the transaction announcement. This document should not be distributed without prior approval from the General Counsel of the company.

Be sensitive to your colleagues’ needs and listen to their concerns. You are a leader at PharMerica and employees will look to you for guidance. It is important that we remain disciplined, so please do not stray from the approved messaging in the attached documents by offering personal opinions about the transaction.

It is important to emphasize that the transaction is expected to be completed by early 2018. Until that time, it remains business as usual and PharMerica will continue to operate as an independent, publicly traded company.

Next Steps

In the near-term, please make yourself available to your direct reports to discuss the announcement and answer questions. You should also emphasize that we should all stay focused on providing our customers and clients with the superior services they’ve come to expect from PharMerica.

Talking Points

To assist you in communicating with your direct reports and associates under your supervision, below are some key messages that we suggest emphasizing.

What We Announced:

Today PharMerica made a very exciting announcement about the future of our company.

PharMerica has entered into an agreement to be acquired by a newly formed company controlled by KKR, a leading private equity firm, with Walgreens Boots Alliance as a minority investor. KKR will be the majority investor in the new company.

KKR is one of the most successful private equity firms in the world, with unparalleled experience in investing in leading companies and helping them take their success to the next level.

With the support of KKR and a strategic partner in Walgreens, PharMerica will have additional resources and expertise to advance and grow the business.

This partnership will significantly enhance our ability to develop and rapidly scale new products and services specifically directed towards addressing the changing needs of senior care.

This transaction will deliver substantial benefits to our clients and employees.

KKR and Walgreens recognize that PharMerica is an innovative leader in the industry and that our success is in large part due to your hard work.

Next Steps:

The transaction is expected to be completed by early 2018. The ownership structure of PharMerica will change, but our leadership and commitment to excellence will remain the same. It remains business as usual at PharMerica.

We should all stay focused on delivering services that help our clients improve resident and patient care.

Thank you for your continued dedication to PharMerica.

PLEASE NOTE: It’s always okay to acknowledge that we don’t yet have all the answers. You will likely receive some questions that you will not be able to answer directly at this time. Please use this answer in those situations:

“That’s a great question, and I understand why knowing the answer is important to you. Let me run that up the flagpole. We will answer your questions as quickly and completely as possible and will keep you updated about important developments as we move forward with this transaction.”

Closing Thoughts

We will provide updated information and ensure that you and your teams have the support you need throughout this process. In the meantime, please let us know if you have any questions or comments that need our attention. Thank you for your support as we move forward with this transition.

CLIENT LETTER

Dear XXX,

Your Account Manager will contact you to answer any questions you might have. We expect the transaction to close by early 2018 and look forward to continuing our partnership.

Best Regards,

INSERT

Important Information For Investors And Stockholders

Participants in Solicitation

Cautionary Statement Regarding Forward-Looking Statements

All forward-looking information are subject to numerous risks and uncertainties, many of which are beyond the control of PharMerica, that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: failure to obtain the required vote of PharMerica’s stockholders; the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; and risk that the transaction and its announcement could have an adverse effect on PharMerica’s ability to retain customers and retain and hire key personnel. Additional information concerning these and other risk factors can be found in PharMerica’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including PharMerica’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. PharMerica’s forward-looking statements are based on assumptions that PharMerica believes to be reasonable but that may not prove to be accurate. PharMerica assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

EX-99.5 6 dp79147_ex9905.htm EXHIBIT 99.5

Exhibit 99.5

Dear Amerita Employees:

This morning PharMerica announced that it has entered into an agreement to be acquired by a newly formed company controlled by KKR, with Walgreens Boots Alliance as a minority owner.

This transaction will give PharMerica and its affiliated companies including Amerita enhanced ability to develop and rapidly scale new products, services and infrastructure. These are important elements to ensure our future success as employees and as a company.

The additional resources that this partnership will provide assures that we will continue to be well positioned to meet the changing dynamics in the healthcare market.

What does this mean for our employees, patients and our customers?

There are no planned changes to employee staffing, compensation or benefits. The successful patient service model that we developed and refined over a long period of time will remain unchanged by this transaction. Our customers including payers and referral sources will also be unaffected by this transaction. As far as Amerita’s business is concerned, it is very simply “business as usual.”

Why are KKR and Walgreens the right owners for PharMerica and its subsidiaries like Amerita?

PharMerica’s operating model that includes Long Term Care Pharmacy, Specialty Home Infusion, Specialty oral and injectable medications and Hospital Pharmacy Management is of value in the network of services that it offers to payers and the medical communities.

This is an exciting time for PharMerica and Amerita. This transaction is still subject to PharMerica Shareholder approval, regulatory approval and other customary closing conditions. PharMerica expects to close the transaction by early 2018. Until closing, it is business as usual and Amerita must continue to operate as an independent and separate company.

Important Information For Investors And Stockholders

Participants in Solicitation

Cautionary Statement Regarding Forward-Looking Statements

EX-99.6 7 dp79147_ex9906.htm EXHIBIT 99.6

Exhibit 99.6

Dear Onco360 and CareMed Associates:

This morning PharMerica announced it has entered into an agreement to be acquired by a newly formed company jointly owned by KKR as the majority owner and Walgreens as a minority investor. PharMerica’s leadership will remain unchanged, as will the leadership of its subsidiaries, including Onco360 and CareMed. This change will significantly enhance our ability to develop and rapidly scale new products and services. This partnership will benefit us as employees; our clients and customers; and most importantly, our patients.

Over the past several years we have focused our efforts on providing world-class pharmaceutical services to our patients and customers, including developing innovative clinical and data programs. We expect this transaction to accelerate those efforts.

Our companies have bright futures and we need to focus on continuing to flawlessly execute our value proposition. PharMerica expects the transaction to close by early 2018, and it is business as usual for the foreseeable future. Below my signature is a FAQ that will answer questions that you might have, as well as an important, required disclosures. We will be holding town halls over the coming weeks to answer additional questions you may have. Feel free to surface those through your immediate manager.

Best Regards,

INSERT

Frequently Asked Questions

What was announced?

PharMerica has entered into an agreement to be acquired by a newly formed company jointly owned by KKR, a leading private equity firm, and Walgreens Boots Alliance. KKR will have a majority stake, while Walgreens will be a minority shareholder. Upon completion of the transaction, PharMerica will become a private company.

Why will PharMerica become a private company?

This change will make PharMerica and its operating subsidiaries, including Onco360 and CareMed, stronger by allowing the Company to focus on long-term growth without the pressures of the short-term demands of a public company.

We believe that this transaction will position us as an even stronger company for the benefit of our employees and clients.

Who is KKR?

KKR is one of the most successful private equity firms in the world.

KKR has unparalleled experience in investing in leading companies and helping them take their success to the next level.

Will there be any layoffs or facility closures?

This transaction is about facilitating the continued growth and success of our company.

There are no plans to close any PharMerica facilities, including those of Onco360 and CareMed.

PharMerica and its operating companies, including Onco360 and CareMed, will continue as a standalone company and it is business as usual for the foreseeable future. Until closing, we must continue to operate as an independent and separate company.

Will there be any changes to employee salaries, compensation or benefits as a result of the transaction?

For the foreseeable future, there are no planned changes to employee salaries, annual bonuses or benefits. It should be noted that the management team of Onco360/CareMed are reviewing options for getting these two companies on the same health benefits plans for 2018 and beyond – that effort is unchanged.

Are customers and patients being informed of this transaction? What do I say if a client or customer asks me about this?

We do not plan on notifying patients of this transaction, as they will continue to be served by either Onco360 or CareMed as the case may be.

We are notifying payers, manufacturers and other customers. We value our business partner relationships and are communicating this exciting news to them, just as we are to you.

If a customer reaches out you should tell them that it is business as usual, and that we are focused on doing what we do best—providing innovative world-class pharmacy services.

What do I do if I’m contacted by media or other third parties?

Should you receive any inquiries from outside parties, please direct them to Robert Dries at 502-627-7475 or Robert.Dries@pharmerica.com.

Important Information For Investors And Stockholders

Participants in Solicitation

Cautionary Statement Regarding Forward-Looking Statements

Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.