PharMerica adopts shareholder rights plan
Pharmacy management services company PharMerica Corp. said Thursday it adopted a "poison pill" measure to ward off a buyout offer from Omnicare Inc.
The shareholder rights plan is designed to discourage Omnicare from attempting to buy PharMerica because it would dilute the value of any shares Omnicare is able to buy.
PharMerica said the plan will go into effect if any person or group acquired 15 percent or more of the company's stock without the approval of PharMerica's board of directors, or if a person or group starts a tender offer that results in the purchase of at least 15 percent of the company's stock. If the plan goes into effect, shareholders other than the acquirer will have the option to buy shares of PharMerica for twice the exercise price of $45.
The options will trade with the company's stock. Those options will expire after PharMerica's 2012 annual meeting if its shareholders don't approve the stockholder rights plan. Otherwise they will expire in 10 years.
Omnicare, which distributes drugs to nursing homes and other long-term care centers, went public Tuesday with an offer to buy PharMerica for $457 million, or $15 per share. PharMerica said the offer was too low and said a deal between the companies might be rejected by antitrust regulators.
Shares of PharMerica fought off a slump in the broader markets and rose 30 cents, or 2.2 percent, to $14.15 on Thursday. Omnicare shares fell 77 cents, or 2.6 percent, to $28.65.