AmerisourceBergen Closes $1.1 Billion Senior Note Offering and Announces Redemption of 5 7/8% Senior Notes Due 2015

  AmerisourceBergen Closes $1.1 Billion Senior Note Offering and Announces
  Redemption of 5 7/8% Senior Notes Due 2015

Business Wire

VALLEY FORGE, Pa. -- May 22, 2014

AmerisourceBergen Corporation (NYSE: ABC) (the “Company”) today announced the
closing of its public offering of $600 million aggregate principal amount of
its 1.150% Senior Notes due 2017 and $500 million aggregate principal amount
of its 3.400% Senior Notes due 2024. The Company also announced it intends to
redeem any and all outstanding aggregate principal amount of its 5 ^7/[8]%
Senior Notes due 2015 (CUSIP 03073EAF2 and 03073EAE5) (the “2015 Notes”) on
June 23, 2014 (the “Redemption Date”). The 2015 Notes are expected to be
redeemed at a price based on the remaining scheduled payments of principal and
interest with respect to the 2015 Notes as determined in accordance with the
indenture governing the 2015 Notes, plus accrued and unpaid interest on the
2015 Notes, if any, to the Redemption Date. The aggregate principal amount of
the 2015 Notes outstanding on May 22, 2014 was $500 million.

The Company has instructed The Bank of New York Mellon, as trustee for the
2015 Notes, to distribute a notice of redemption to all registered holders of
the 2015 Notes on May 22, 2014. The Company intends to use a portion of the
net proceeds from the closing of its offering to redeem the 2015 Notes.

The joint book-running managers for the offering are J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ
Securities (USA), Inc. AmerisourceBergen filed a final prospectus supplement
and an accompanying prospectus with the SEC in connection with the offering of
the senior notes. Copies of these materials can be made available by
contacting: J.P. Morgan Securities LLC at 383 Madison Avenue, New York, New
York, 10179, Attention: High Grade Syndicate Desk, or by telephone at
1-212-834-4533; Merrill Lynch, Pierce, Fenner & Smith Incorporated at 222
Broadway, New York, New York 10038, Attention: Prospectus Department, or by
telephone at 1-800-294-1322; or Mitsubishi UFJ Securities (USA) at 1633
Broadway, 29th Floor, New York, New York, 10029, Attention: Capital Markets
Group, or by telephone at 1-212-405-7440. Electronic copies of the final
prospectus supplement and accompanying prospectus are also available on the
SEC’s Web site at www.sec.gov.

This news release shall not constitute an offer to sell or the solicitation of
an offer to buy the senior notes, nor shall there be any sale of the senior
notes in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. In addition, this news release does
not constitute a notice of redemption for any of the 2015 Notes. Holders of
the 2015 Notes should refer to the notice of redemption delivered to the
registered holders of the 2015 Notes by The Bank of New York Mellon, as
trustee for the 2015 Notes.

About AmerisourceBergen

AmerisourceBergen is one of the largest global pharmaceutical sourcing and
distribution services companies, helping both healthcare providers and
pharmaceutical and biotech manufacturers improve patient access to products
and enhance patient care. With services ranging from drug distribution and
niche premium logistics to reimbursement and pharmaceutical consulting
services, AmerisourceBergen delivers innovative programs and solutions across
the pharmaceutical supply channel. With over $100 billion in annualized
revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs
approximately 13,000 people. AmerisourceBergen is ranked #32 on the Fortune
500 list.

AmerisourceBergen's Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this news release are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Words such as
“expect,” “likely,” “outlook,” “forecast,” “would,” “could,” “should,” “can,”
“will,” “project,” “intend,” “plan,” “continue,” “sustain,” “synergy,” “on
track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,”
“assume,” variations of such words, and similar expressions are intended to
identify such forward-looking statements. These statements are based on
management’s current expectations and are subject to uncertainty and change in
circumstances. These statements are not guarantees of future performance and
are based on assumptions that could prove incorrect or could cause actual
results to vary materially from those indicated. Among the factors that could
cause actual results to differ materially from those projected, anticipated,
or implied are the following: changes in pharmaceutical market growth rates;
the loss of one or more key customer or supplier relationships; the retention
of key customer or supplier relationships under less favorable economics;
changes in customer mix; customer delinquencies, defaults or insolvencies;
supplier defaults or insolvencies; changes in branded and/or generic
pharmaceutical manufacturers’ pricing and distribution policies or practices;
adverse resolution of any contract or other dispute with customers or
suppliers; federal and state government enforcement initiatives to detect and
prevent suspicious orders of controlled substances and the diversion of
controlled substances, federal and state prosecution of alleged violations of
related laws and regulations, and any related litigation, including
shareholder derivative lawsuits or other disputes relating to
AmerisourceBergen’s distribution of controlled substances; qui tam litigation
for alleged violations of fraud and abuse laws and regulations and/or any
other laws and regulations governing the marketing, sale, purchase and/or
dispensing of pharmaceutical products or services and any related litigation,
including shareholder derivative lawsuits; changes in federal and state
legislation or regulatory action affecting pharmaceutical product pricing or
reimbursement policies, including under Medicaid and Medicare, and the effect
of such changes on AmerisourceBergen’s customers; changes in regulatory or
clinical medical guidelines and/or labeling for the pharmaceutical products we
distribute; price inflation in branded and generic pharmaceuticals and price
deflation in generics; greater or less than anticipated benefit from launches
of the generic versions of previously patented pharmaceutical products;
significant breakdown or interruption of AmerisourceBergen’s information
technology systems; AmerisourceBergen’s inability to realize the anticipated
benefits of the implementation of an enterprise resource planning (ERP)
system; interest rate and foreign currency exchange rate fluctuations; risks
associated with international business operations, including non-compliance
with the U.S. Foreign Corrupt Practices Act, anti-bribery laws and economic
sanctions and import laws and regulations; economic, business, competitive
and/or regulatory developments in countries where we do business and/or
operate outside of the United States; risks associated with the strategic,
long-term relationship among Walgreen Co., Alliance Boots GmbH, and
AmerisourceBergen, the occurrence of any event, change or other circumstance
that could give rise to the termination, cross-termination or modification of
any of the transaction documents among the parties (including, among others,
the distribution agreement or the generics agreement), an impact on
AmerisourceBergen’s earnings per share resulting from the issuance of the
warrants to subsidiaries of Walgreen Co. and Alliance Boots GmbH (the
“Warrants”), an inability to realize anticipated benefits (including benefits
resulting from participation in the Walgreens Boots Alliance Development GmbH
joint venture), the disruption of AmerisourceBergen’s cash flow and ability to
return value to its stockholders in accordance with its past practices,
disruption of or changes in vendor, payer and customer relationships and
terms, and the reduction of AmerisourceBergen’s operational, strategic or
financial flexibility; the acquisition of businesses that do not perform as we
expect or that are difficult for us to integrate or control;
AmerisourceBergen’s inability to implement its hedging strategy to mitigate
the potentially dilutive effect of the issuance of shares of its common stock
upon exercise of the Warrants, including its inability to repurchase shares of
its common stock under its new share repurchase program due to its financial
performance, the current and future share price of its common stock, its
expected cash flows, competing priorities for capital, and overall market
conditions; AmerisourceBergen’s inability to successfully complete any other
transaction that we may wish to pursue from time to time; changes in tax laws
or legislative initiatives that could adversely affect AmerisourceBergen’s tax
positions and/or AmerisourceBergen’s tax liabilities or adverse resolution of
challenges to AmerisourceBergen’s tax positions; increased costs of
maintaining, or reductions in AmerisourceBergen’s ability to maintain,
adequate liquidity and financing sources; volatility and deterioration of the
capital and credit markets; natural disasters or other unexpected events that
affect AmerisourceBergen’s operations; and other economic, business,
competitive, legal, tax, regulatory and/or operational factors affecting
AmerisourceBergen’s business generally. Certain additional factors that
management believes could cause actual outcomes and results to differ
materially from those described in forward-looking statements are set forth
(i) in Item 1A (Risk Factors) and Item 1 (Business) in the Company’s Annual
Report on Form 10-K for the fiscal year ended September 30, 2013 and elsewhere
in that report and (ii) in other reports.

Contact:

AmerisourceBergen Corporation
Barbara Brungess
Vice President, Corporate & Investor Relations
610-727-7199
bbrungess@amerisourcebergen.com
 
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