Cardinal Health To Acquire AssuraMed, Leading Direct-To-Home Medical Supplies Distributor for $2.07 Billion

Cardinal Health To Acquire AssuraMed, Leading Direct-To-Home Medical Supplies
                        Distributor for $2.07 Billion

-- Enables Cardinal Health to serve the growing population of aging and
chronically ill as care moves increasingly to the home

-- Expands Cardinal Health's ability to deliver cost-effective solutions
across the continuum of care, broadening product portfolio and scale

-- Fiscal year 2013 non-GAAP earnings per share (EPS)(1) accretion is expected
to be $.02 - $.03; at least $.18 accretive in FY 2014

PR Newswire

DUBLIN, Ohio, Feb. 14, 2013

DUBLIN, Ohio, Feb. 14, 2013 /PRNewswire/ --Cardinal Health today announced
plans to acquire privately held AssuraMed, a leading provider of medical
supplies to patients in the home, for $2.07 billion, or $1.94 billion, net of
the present value of tax benefits. The acquisition will be financed with a
combination of $1.3 billion in new senior unsecured notes and the remainder in
cash. The transaction is expected to close by early April 2013.

"AssuraMed is a natural extension of the Cardinal Health businesses and of our
mission to be essential to care. The acquisition of this industry leader
allows us to serve the growing number of Americans treated in home settings –
particularly those patients recovering from acute episodes and those suffering
with chronic diseases. This is a platform opportunity for Cardinal Health
products and services which will be increasingly important as the delivery of
care migrates to more cost-effective settings," said George Barrett, chairman
and chief executive officer of Cardinal Health.

"It has been a central component of our strategy to help enable the health
care system by serving patients throughout the continuum of care. This
acquisition further aligns us with key trends including demographic shifts and
increased consumerism," Barrett noted. "AssuraMed has an outstanding
management team, a mission closely aligned with ours, and a track record of
extraordinary customer service and outstanding financial performance. We will
be very excited to welcome the AssuraMed team to the Cardinal Health

Assuming the transaction closes by early April 2013, Cardinal Health expects
accretion of $.02 - $.03 to its existing non-GAAP fiscal 2013 earnings per
share guidance range. For fiscal 2014, the company estimates non-GAAP EPS
accretion of at least $.18 per share, including the cost of an incremental
$.08 - $.09 per share of interest expense associated with financing the
transaction. The company did not provide the preliminary estimates of the
impact of the transaction on fiscal 2013 and 2014 GAAP EPS since the impact is
dependent on the timing of the closing and final valuation of intangible
assets. Cardinal Health expects the amortization of acquisition-related
intangible assets, which are excluded from its non-GAAP EPS, to be a
significant expense in fiscal 2013 and 2014.

With annual sales in calendar year 2012 of approximately $1 billion, which
includes the sales of the recently acquired Invacare Supply Group, AssuraMed
currently serves more than 1 million patients nationally with more than 30,000
products. The company operates through two separate businesses, Independence
Medical and Edgepark Medical Supplies. In addition to broadening Cardinal
Heath's reach into the home, AssuraMed's expertise in products for specific
disease categories and small parcel logistics will significantly enhance
Cardinal Health's ability to service customers across the broad ambulatory
care channel, including care sites such as physician offices and in support of
home health agencies. This will also allow Cardinal Health to provide a
comprehensive solution for integrated delivery network, retail pharmacy and
medical equipment provider customers, who are currently delivering services to
the home. The AssuraMed acquisition will also bring additional value to these
customers through medical billing expertise and a comprehensive set of
relationships with commercial and government payors.

"We are very excited about becoming part of Cardinal Health. Cardinal Health
has a long and successful tradition in providing health care solutions to its
customers and we know this expertise will enable AssuraMed to move even
farther and faster in building out our home care business," said Michael
Petras, AssuraMed CEO.

After the transaction is complete, Cardinal Health will supply the home health
care channel with product lines including ostomy, diabetes, insulin therapy,
urological, wound care and incontinence. The company also expects to use this
acquisition as a platform to begin offering a variety of its current product
offerings in the direct-to-home channel.

Advantages of the acquisition

  oFurthers Cardinal Health's leadership in providing broadest products and
    services from the hospital to the home
  oStrategically aligned with where health care is moving, to ambulatory care
    and more cost-effective settings
  oGrowing channel allows Cardinal Health to serve patients with chronic
    diseases or receiving post-acute care
  oExtends Cardinal Health core capabilities to the home with specialized and
    scalable platform
  oEnhances Cardinal Health's payor relationships and expertise
  oClose to Cardinal Health DNA in operations management and logistics,
    customer service orientation, product lines and company culture
  oOpportunity to deliver Cardinal Health-branded medical products direct to
    patients/consumers and local Home Medical Equipment providers
  oExtends Cardinal Health offering to retail pharmacy and health system
  oBrings incremental expertise in small parcel fulfillment, enabling growth
    in physician offices
  oCreates a robust platform for future Cardinal Health product and service

AssuraMed facts

  o$1 billion calendar 2012 revenues (including revenues of Invacare Supply
    Group, acquired by AssuraMed in January 2013)
  oExcellent growth platform in a large segmented channel
  oServing more than 1 million patients, offering 30,000 products; 12
    distribution centers
  oStrong brands, value-added small parcel distribution capabilities,
    industry-leading reimbursement platform and a focus on customer service
  oProprietary, regulatory compliant medical billing and reconciliation
    infrastructure; more than 1,000 payor contracts
  oMore than 6,000 patient touch points daily
  oGrowing, recurring revenue streams and strong customer retention
  oExperienced healthcare management team with proven track record

The closing of this transaction is subject to customary closing conditions,
including regulatory clearances. The necessary AssuraMed shareholder
approvals from Clayton, Dubilier, & Rice, LLC and GS Capital Partners have
already been obtained. Cardinal Health also obtained a commitment letter from
BofA Merrill Lynch for a new $1.3 billion senior unsecured bridge term loan in
connection with the planned acquisition. Cardinal Health was advised by BofA
Merrill Lynch and Wachtell Lipton Rosen and Katz.Clayton, Dubilier, & Rice
and GS Capital Partners were advised by J.P. Morgan, Goldman, Sachs & Co., and
Debevoise & Plimpton LLP.


Cardinal Health will host a webcast and conference call today at 8:30 a.m.
Eastern to discuss plans to acquire AssuraMed. To access the call and
corresponding slide presentation, go to the Investors page at The call also can be accessed by dialing 224.357.2209,
using conference ID 114 73589.

There is no pre-registration for the call; however, participants are advised
to dial into the call at least 10 minutes prior to the start time.
Presentation slides and an audio replay will be archived on the website after
the conclusion of the meeting. The audio replay will be available until
February 20, 2013 by dialing 855.859.2056 or 404.537.3406, using conference ID
114 73589.


Footnote (1) Non-GAAP earnings per share from continuing operations: Earnings
from continuing operations (A) excluding (1) restructuring and employee
severance, (2) acquisition-related costs (including amortization of
acquisition-related intangible assets), (3) impairments and loss on disposal
of assets, (4) litigation (recoveries)/charges, net, and (5) other spinoff
costs, each net of tax, (B) divided by diluted weighted average shares

Cardinal Health presents non-GAAP earnings per share from continuing
operations on a forward-looking basis. The most directly comparable
forward-looking GAAP measure is earnings from continuing operations. The
company is unable to provide a quantitative reconciliation of this
forward-looking non-GAAP measure to the most directly comparable
forward-looking GAAP measure, because the company cannot reliably forecast
restructuring and employee severance, acquisition-related costs (including
amortization of acquisition-related intangible assets for the AssuraMed
acquisition), impairments and loss on disposal, and litigation
(recoveries)/charges, which are difficult to predict and estimate. Please note
that the unavailable reconciling items could significantly impact the
company's future financial results.

About Cardinal Health

Headquartered in Dublin, Ohio, Cardinal Health, Inc. (NYSE: CAH) is a $108
billion health care services company that improves the cost-effectiveness of
health care. As the business behind health care, Cardinal Health helps
pharmacies, hospitals, ambulatory surgery centers and physician offices focus
on patient care while reducing costs, enhancing efficiency and improving
quality. Cardinal Health is an essential link in the health care supply chain,
providing pharmaceuticals and medical products to more than 60,000 locations
each day. The company is also a leading manufacturer of medical and surgical
products, including gloves, surgical apparel and fluid management products.
In addition, the company supports the growing diagnostic industry by
supplying medical products to clinical laboratories and operating the nation's
largest network of radiopharmacies that dispense products to aid in the early
diagnosis and treatment of disease. Ranked #21 on the Fortune 500, Cardinal
Health employs more than 30,000 people worldwide. More information about the
company may be found at and @CardinalHealth on Twitter.

About AssuraMed

Headquartered in Twinsburg, Ohio, AssuraMed is a leading mail-order,
direct-to-customer provider of disposable medical products to chronic disease
patients. The company operates through two segments, Independence Medical and
Edgepark Medical Supplies. Independence Medical serves as an outsourced
supply chain for over 12,000 commercial customers, including durable medical
equipment suppliers, independent pharmacies and wholesale distributors.
Edgepark contracts directly with over 600 managed care organizations (MCOs) to
provide direct-to-patient home delivery of products to hundreds of thousands
of patients, while also providing MCOs with value-added services that drive
utilization, billing efficiencies and patient compliance. Funds managed by
private equity firms Clayton, Dubilier & Rice and Goldman Sachs' GS Capital
Partners are AssuraMed's primary shareholders. For detailed company
information visit

Cautions Concerning Forward-Looking Statements
This news release contains forward-looking statements addressing expectations,
prospects, estimates and other matters that are dependent upon future events
or developments. These statements may be identified by words such as "expect,"
"anticipate," "intend," "plan," "believe," "will," "should," "could," "would,"
"project," "continue," "likely," and similar expressions, and include
statements reflecting future results or guidance, statements of outlook and
expense accruals. These matters are subject to risks and uncertainties that
could cause actual results to differ materially from those projected,
anticipated or implied. These risks and uncertainties include the ability to
successfully complete the proposed acquisition on a timely basis, including
receipt of required regulatory approvals; the ability to retain customers and
employees of the acquired business and to successfully integrate the acquired
business into our operations; the ability to achieve the expected benefits
from the acquisition, including the expected accretion in earnings; the
conditions of the credit markets and an ability to issue debt on acceptable
terms; competitive pressures in Cardinal Health's various lines of business;
the loss of one or more key customer or supplier relationships or changes to
the terms of those relationships, including our relationships with CVS
Caremark Corporation and Walgreen Co.; the timing of generic and branded
pharmaceutical introductions and the frequency or rate of pharmaceutical price
appreciation or deflation; uncertainties due to government health care reform
including federal health care reform legislation; changes in the distribution
patterns or reimbursement rates for health care products and services; the
effects of any investigation or action by any regulatory authority; changes in
the cost of commodities such as oil-based resins, cotton, latex and diesel
fuel; uncertainties concerning Cardinal Health's ability to achieve the
expected benefits of its Medical segment's business transformation project.
Cardinal Health is subject to additional risks and uncertainties described in
Cardinal Health's Form 10-K, Form 10-Q and Form 8-K reports and exhibits to
those reports. This news release reflects management's views as of Feb.14,
2013. Except to the extent required by applicable law, Cardinal Health
undertakes no obligation to update or revise any forward looking statement.

SOURCE Cardinal Health

Contact: media, Debbie Mitchell, +1-614-757-6225,, or investors, Sally Curley,
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