San Diego, Sept. 12, 2011 (Shareholders Foundation) -- An investor in PharMerica Corporation (NYSE: PMC) shares filed a lawsuit against the PharMerica board of directors after they rejected an offer by Omnicare, Inc to acquire all of the outstanding shares of Phar Merica Corp. common stock for $15.00 per share.
According to the complaint the plaintiff alleges that defendants breach their fiduciary duties owed to PharMerica Corporation (NYSE:PMC) investors in connection with the rejected takeover proposal.

On August 23, 2011, Omnicare, Inc had announced that it has sent a letter to PharMerica Corporation proposing to purchase all of the outstanding shares of PharMerica Corp. common stock for $15.00 per share in cash. Omnicare, Inc said the offer represents a 37.2% premium over PharMerica's closing stock price on August 22, 2011 and a 25.9% premium over the average closing price for the one-month period ended August 22, 2011. Following the takeover proposal shares of PharMerica Corporation (NYSE:PMC) jumped from a close of $10.93 on August 22 to $14.74 on August 23.

Then on Aug 24, 2011 PharMerica Corporation (NYSE:PMC), announced that it sent a letter to Omnicare, Inc. (NYSE: OCR) regarding the previously received and rejected unsolicited conditional proposal from Omnicare to acquire PharMerica for $15.00 per share in cash. Among other things, PharMerica’s CEO said that its board of directors determined that the offer undervalued the Company and is not in the best interest of PharMerica or its stockholders.

On August 25, 2011, PharMerica Corporation (NYSE:PMC) announced that its Board of Directors has adopted a stockholder rights plan. A stockholder rights plan is commonly known as a “poison pill”, which is a takeover defense designed to make acquisitions of a company far more expensive.
In the following Omnicare sued PharMerica in Delaware seeking to have the defense invalidated and the investors claims in the lawsuit that the PharMerica’s directors are violating legal duties to PMC stockholders by refusing to negotiate with Omnicare over the offer. The plaintiff alleges that “instead of using Omnicare’s strong interest as leverage to negotiate for a higher price, the board has decided to hide behind” the poison pill.

The plaintiff further alleges that time might be running out and “while Omnicare has shown a strong commitment to acquire PharMerica, Omnicare Inc will not wait around forever,” The plaintiff says that without intervention by the court PharMerica Corp. (PMC) investors “may lose out on the opportunity to obtain a substantial premium on their investment”.

Therefore the plaintiff wants a judge to order the members of the board of directors of PharMerica Corp. properly consider the offer.

On Sep 07, 2011, PharMerica Corporation (NYSE: PMC) said that the PharMerica Board of Directors will review the offer to determine the course of action that it believes is in the best interests of the Company and its stockholders, but also urged PMC stockholder to take no action at this time pending the Board's review of the offer.