Walgreens completes tender offer for Option Care; outstanding shares to be purchased at $19.50/share
NEW YORK Walgreens announced today that Bison Acquisition Sub, its wholly owned subsidiary, has successfully completed its tender offer for all of the outstanding shares of common stock of Option Care. The tender offer expired at 12:00 midnight at the end of August 13, 2007, EST.
Based on a preliminary count by the depositary for the offer, there were tendered and not withdrawn 31,151,265 shares of Option Care common stock as of the expiration time. The tendered shares represent approximately 89.7 percent of the total outstanding shares of Option Care. Additional shares were guaranteed to be delivered within the next three days, which, if added to the tendered shares, would represent in excess of 90 percent of the total outstanding shares of Option Care. Bison Acquisition Sub has accepted for payment all shares that were validly tendered and not withdrawn in accordance with the terms of the tender offer.
As of 9:00 a.m. on August 14, 2007, Bison Acquisition Sub commenced a subsequent offering period for all remaining shares of Option Care common stock. The subsequent offering period will expire at 5:00 p.m. on Friday, August 17, 2007, unless extended. During this subsequent offering period, Option Care stockholders who did not previously tender their shares into the offer may do so and will promptly receive the same $19.50 per share cash consideration paid during the initial offering period. No withdrawal rights will apply to any Option Care shares tendered during the subsequent offering period.
After expiration of the subsequent offering period, as the same may be extended, Walgreens, through Bison Acquisition Sub, intends to acquire all of the remaining outstanding shares of Option Care common stock by the merger of Bison Acquisition Sub into Option Care. In the merger, each remaining outstanding share of Option Care common stock (other than shares as to which the holder has properly exercised appraisal rights and certain other shares) will be converted into the right to receive $19.50 per share in cash, without interest. Walgreens urges the stockholders of Option Care to tender their shares into the subsequent offering period so that they may receive payment of the $19.50 per share cash offer price on an expedited basis rather than waiting for the merger to close. Following the merger, Option Care common stock will no longer be traded on the Nasdaq.
Healthnotes signs DeCA, Albertsons, Harris Tweeter as customers
PORTLAND, Ore. Healthnotes on Wednesday announced new grocery customers that recently signed on for Healthnotes’ wellness program in light of positive first-half results.
Healthnotes, a private company, did not report specific sales figures.
For instance, the Defense Commissary Agency has added multiple kiosks to its newest stores, and several industry-leading retailers have integrated Healthnotes on their websites, including Albertson’s and Harris Teeter.
“In response to growing consumer demand for supermarkets to promote healthier lifestyles, food retailers see ‘wellness’ as a defining opportunity for how they connect with their shoppers and build loyalty,” stated Healthnotes president and chief executive officer Skye Lininger. “Healthnotes is uniquely positioned to help retailers capitalize on this growing trend with comprehensive marketing programs that not only provide the information and inspiration shoppers need, but also deliver measurable results to the store’s bottom line.”
The DeCA, which operates more than 250 grocery stores on military bases worldwide, uses the program to help enlisted and retired military families eat healthier. As part of the strategic initiative, DeCA has developed a program called, “It’s Your Choice. Make it Healthy.” The Healthnotes kiosks are a key component of this program, offering their customers hundreds of healthy recipes and wellness tips throughout the stores. Currently, Healthnotes kiosks can be found in the nutrition, meat, and produce departments at select commissaries.
In addition to in-store marketing, Healthnotes is helping grocery retailers leverage their websites to reach out to consumers with products and information that help them make healthier choices for themselves and their families. At Albertson’s, Healthnotes recipes and wellness content are prominently featured on the home page and integrated within the new “Health Matters” section of their website, www.albertsonsmarket.com. Customers can find breaking news about health, explore various diet plans, learn about fresh foods, wines, and organics, and discover tasty, heart-healthy meal recipes. Customers can also access information on vitamins, herbs, and medications, and science-based product recommendations for managing health conditions.
“We are excited to work with Healthnotes to provide our shoppers with wellness information and healthy meal ideas that help them make easy, everyday decisions about what to feed their families,” stated Bob Butler, senior vice president of marketing and merchandising for Albertson’s. “By helping shoppers make better choices, we’re building confidence and loyalty which leads to larger share of wallet.”
Harris Teeter plans to integrate Healthnotes throughout their website to reinforce and expand their healthy living resources. The Healthnotes content will be available September 2007 and will complement the Wellness Keys (shelf-tags) and free health guides already offered in-store and online.
Healthnotes projects significant growth during the remainder of 2007 and 2008, and as a result, the company is moving to a new building in the heart of downtown Portland, Ore., in early Sept. 2007.
Depomed chairman steps down; new chairman, president and CEO announced
MENLO PARK, Calif. Depomed announced the retirement of John Fara, the company’s chairman, president and chief executive officer. He will continue to serve Depomed as a director and a consultant.
Carl Pelzel has been appointed president and chief executive officer and to the company’s board of directors. Pelzel has been Depomed’s executive vice president and chief operating officer since 2005. Craig Smith has been appointed chairman of the company’s board of directors. Smith has been a member of the board since 2004.
Depomed is a specialty pharmaceutical company that markets proprietary AcuFormTM. The drug delivery technology is proven to improve existing oral medications, allowing for extended, controlled release of medications to the upper gastrointestinal tract. Benefits of AcuForm-enhanced pharmaceuticals include the convenience of once-daily administration, improved treatment tolerability and enhanced compliance and efficacy, the company reported.
“On behalf of the board,” Smith noted, “I thank John for his long and devoted service to Depomed. While we will miss his operational expertise, we look forward to his continued sage counsel as a member of the board and valued consultant. I join John and the rest of the board in welcoming Carl to the board, and to his new position as president and chief executive officer. Carl’s considerable talents are well suited to the company’s future challenges and opportunities.”
The company currently has two products on the market: Glumetzatm (metformin hydrochloride extended release tablets), approved for use in adults with type 2 diabetes; and ProQuin XR (ciprofloxacin hydrochloride), approved in the United States for the once-daily treatment of uncomplicated urinary tract infections.
“I am excited to be leading Depomed during this pivotal time. Thanks to John and his long service to the company, we are well positioned to meet the opportunities and challenges that face us,” said Pelzel. “I thank John for his mentorship during my time here at Depomed, and I very much look forward to continuing to work with him and the rest of the board to implement the strategy that we have developed together.”
“I am proud of the progress Depomed has made during my tenure as chairman, president and chief executive officer,” Fara commented. “After nearly eleven years at the helm and with my 65th birthday approaching, I have been considering this for some months. Over the past eleven years, the Company completed its IPO, developed and commercialized Glumetza and Proquin XR, moved Gabapentin GR into Phase III clinical trials and established our drug delivery technology as a standard in the industry. I have worked with Carl for the past two years and believe his experience and energy will accelerate Depomed’s transition to a fully integrated specialty pharmaceutical company.”
Product candidate Gabapentin GRTM is currently in clinical development for the treatment of two pain indications. A Phase 2 clinical trial of Gabapentin GR in menopausal hot flashes is also underway.