Investigation Overview
May 22, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Omnicare, Inc. (NYSE:OCR), was announced concerning whether the takeover of Omnicare, Inc. by CVS Health Corporation for $104 per share is unfair to NYSE:OCR stockholders.
The investigation by a law firm concerns whether certain officers and directors of Omnicare, Inc. breached their fiduciary duties owed to NYSE:OCR investors in connection with the proposed acquisition.
On May 21, 2015, CVS Health Corporation (NYSE:CVS) and Omnicare, Inc. (NYSE:OCR) announced that they have entered into an agreement for CVS Health to acquire Omnicare, Inc. (NYSE:OCR) for $98.00 per share in cash, for a total enterprise value of approximately$12.7 billion, which includes approximately $2.3 billion in debt.
However, given that at least one analyst has set its high target price for NYSE:OCR shares at $104.00 per share, the investigation concerns whether the offer is unfair to NYSE:OCR stockholders. More specifically, the investigation concerns whether the Omnicare Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Omnicare, Inc. reported that its annual Total Revenue rose from over $6.01 billion in 2013 to over $6.41 billion in 2014 and that its Net Loss of $43.43 million in 2013 turned into a Net Income of $144.53 million in 2014. Shares of Omnicare, Inc. (NYSE:OCR) grew from $6.042 per share in October 2014 to as high as $95.09 per share on May 20, 2015.