CINCINNATI, August 18, 2015 - Omnicare, Inc. (the "Company") announced today an adjustment to the conversion rate of its (i) 3.75% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes"), (ii) 3.50% Convertible Senior Subordinated Notes due 2044 (the "2044 Notes"), (iii) 3.25% Convertible Senior Debentures due 2035 (the "Debentures") and (iv) 3.25% Convertible Senior Exchange Debentures due 2035 (the "Exchange Debentures" and, together with the Debentures, the "2035 Debentures"). Effective August 18, 2015, the adjusted conversion rate for (i) the 2025 Notes is 37.7191 shares of common stock per $1,000 principal amount, (ii) the 2044 Notes is 14.3863 shares of common stock per $1,000 principal amount, provided, that, the conversion rate with respect to any conversions "in connection with" the Non-Stock Change of Control, as defined in the applicable indenture, is 15.2307 and (iii) the 2035 Debentures is 13.0483 shares of common stock per $1,000 principal amount; provided, that, the conversion rate with respect to any conversions "in connection with" the Non-Stock Change of Control, as defined in the applicable indenture, is 13.1278.
The conversion rates were initially adjusted in connection with the Company's regular quarterly dividend payments. The further adjustments to the conversion rates "in connection with" the Non-Stock Change of Control, are in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 20, 2015, by and among the Company, CVS Pharmacy, Inc., a Rhode Island corporation ("CVS Pharmacy"), and Tree Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of CVS Pharmacy, pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of CVS Pharmacy.
Omnicare, Inc., a wholly owned subsidiary of CVS Health Corporation, provides comprehensive pharmaceutical services to patients and providers across the United States. As the market-leader in professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other chronic care institutions, Omnicare leverages its unparalleled clinical insight into the geriatric market along with some of the industry's most innovative technological capabilities to the benefit of its long-term care customers. Omnicare also provides specialty pharmacy and key commercialization services for the bio-pharmaceutical industry through its Specialty Care Group. For more information, visit www.omnicare.com.
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Patrick C. Lee