Omnicare

Consumer ServicesRetailFood & Drug Retailers
    
    
      Economy, Business And Finance
        Company InformationShareholdersMerger, Acquisition And Takeover
      Health
        Health Organisations
    

    


               Provides 37.2% Premium to PharMerica Stockholders

                Transaction Valued at Approximately $716 Million

COVINGTON, Ky., August 23, 2011 - Omnicare, Inc. (NYSE:OCR) today announced that
it has sent a letter to PharMerica Corporation (NYSE:PMC) proposing to purchase
all of the outstanding shares of PharMerica common stock for $15.00 per share in
cash.  The transaction is valued at approximately $716 million, which includes
PharMerica's net debt.

Omnicare's all-cash proposal 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.

"PharMerica represents an excellent strategic fit for Omnicare," said John
Figueroa, chief executive officer of Omnicare.  "We believe this proposal
presents a compelling opportunity for PharMerica stockholders to realize value
for their shares not likely to be available in the market place or in other
business combination opportunities.  Bringing together our complementary
businesses would enable the combined company to benefit from enhanced scale and
operational efficiencies, and a broader array of service offerings.  In
addition, the proposed transaction is consistent with the country's effort to
lower overall healthcare costs and is expected to help our customers manage and
respond to the ongoing industry cost pressures.  Omnicare has a proven track
record of integrating companies to maximize value for stockholders and to best
serve its customers."

"We look forward to PharMerica's careful consideration of our proposal and an
open dialogue with its Board of Directors to complete this transaction.  We are
surprised that PharMerica has declined our repeated efforts to engage in
negotiations, particularly as it was PharMerica who first approached us
regarding a transaction.  Working together, we believe we can reach a mutually
agreeable transaction in a quick and efficient manner that will benefit both
companies and their respective stockholders and other constituencies.  While it
remains our strong preference to reach a negotiated agreement with PharMerica,
should they continue to refuse to engage with us regarding this potential value-
creating transaction, we plan to submit our proposal directly to PharMerica
stockholders," added Mr. Figueroa.

Omnicare believes that the complementary nature of the two companies will create
a combined company that is uniquely positioned to generate substantial value for
its stockholders and other constituencies.  As a combined company, Omnicare and
PharMerica will continue to offer the high-quality services that customers have
come to expect.  The combined company will be a recognized leader in generic
utilization and other drug cost management programs and its customers, employees
and other constituencies will benefit from:

  * High Quality Technology and Service Offerings. Omniview offers a range of
    innovative cost-saving solutions, including admissions preview, e-refill,
    proof of delivery tracking, drug management reports, and real-time
    validation of Part D coverability.  Additionally, Omnicare's investments in
    automation have resulted in greater accuracy, speed and consistency of
    service and freed up resources and time for the people who serve customers
    face-to-face.  Finally, through the use of a proprietary document imaging
    system, Omnicare has simplified the order entry process, resulting in
    significantly improved turnaround times.  Taken together, Omnicare's
    sophisticated technology and systems can greatly enhance PharMerica's
    current service levels while also reducing costs.

  * Formulary Management.  Omnicare's Clinical Intervention Centers, which
    provide clinically appropriate and financially cost-effective, patient-
    specific medication therapy and other formulary management initiatives, are
    expected to help customers of the combined company identify and reduce drug
    costs.

  * Purchasing Ability and Speed to Market with Generics.  The combined
    company's purchasing ability is expected to provide cost savings to
    customers of the combined company, especially with regard to generics, and
    will allow them to benefit from the coming wave of brand drug patent
    expirations.  Omnicare's ability to convert over 95% of a brand product to
    its generic equivalent in a matter of a few weeks provides almost immediate
    cost savings to its customers.

Omnicare noted that its Board unanimously supports this proposal.  The proposal
is not subject to any financing contingencies.

The proposal is subject to confirmatory due diligence and the negotiation of
definitive documentation. With regard to regulatory approvals, the institutional
pharmacy business is competitive and will remain so after the transaction.  The
Federal Trade Commission has already examined this industry, noted the numerous
players and explained how relatively easy entry and other market conditions
facilitate competition.  Omnicare would not pursue a transaction unless it
believed it could close expeditiously.

Goldman, Sachs & Co. is acting as financial advisor to Omnicare and Dewey &
LeBoeuf LLP and Axinn, Veltrop & Harkrider LLP are acting as legal counsel.

Omnicare has delivered its proposal to PharMerica's Board of Directors.  Below
is the text of the letter that was sent today to PharMerica's Board of
Directors:

The Board of Directors of PharMerica Corporation
c/o Gregory S. Weishar, Chief Executive Officer and Director
PharMerica Corporation
1901 Campus Place
Louisville, KY 40299

Ladies and Gentlemen:

As conveyed to you in my letter dated July 19, 2011, the Board of Directors of
Omnicare, Inc. ("Omnicare") has authorized me to propose that Omnicare acquire
PharMerica Corporation ("PharMerica") in a negotiated transaction in which
PharMerica's stockholders would receive $15.00 in cash per share of PharMerica
common stock.

We have considered exploring a combination with PharMerica for some time and
have intensified our analysis of such a transaction since your CEO approached me
and proposed such a transaction on April 19, 2011.  Since that time, I have
spoken to your CEO several times and have sent him letters dated July 8, 2011
and July 19, 2011 to express our interest in a potential business combination
with PharMerica.  We are surprised that you have repeatedly declined our efforts
to engage in good faith negotiations regarding a possible value-creating
transaction between our companies, as it is our understanding that you are
exploring strategic alternatives.  Our goal remains to work with you to agree to
a negotiated transaction.  However, due to your unwillingness to engage in
discussions and the unique opportunity our proposal presents for your
stockholders to realize the full value of their shares, we are compelled to
disclose this proposal to your stockholders.

As I have indicated several times, we strongly believe that there are clear and
compelling advantages to both Omnicare and PharMerica from a combination of our
two companies and that such a transaction would be extremely beneficial to your
stockholders.  At $15.00 per share, our proposal represents a premium of 37.2%
over your closing stock price on August 22, 2011 and 25.9% over the average
closing price for the one-month period ended August 22, 2011.  We also believe
that bringing our two companies together would benefit your employees, customers
and other constituencies through, among other things, the enhanced scale,
operational efficiencies and broader array of service offerings.

This proposal is based solely upon our review of publicly available information
regarding PharMerica.  It is, therefore, subject to confirmatory due diligence
and the negotiation of definitive documentation.  Additionally, this proposal is
not subject to any financing contingencies.

We believe that we will be able to expeditiously close the proposed transaction.
 We and our legal advisors have tried repeatedly to engage in a constructive
dialogue with you and your legal advisors regarding the proposed transaction.
 Unfortunately, you have been unwilling to afford us with a meaningful
opportunity to demonstrate to you the basis for such belief.

I want to re-emphasize to you our seriousness about this proposal.  We are
committed to a combination of our respective companies and believe it would
offer an excellent opportunity to your stockholders to realize the full value of
their shares to an extent not likely to be available in the market place or in
other business combination opportunities.  We firmly believe, and trust that you
will agree, that it is in the best interest of your stockholders to provide us
with the requested due diligence opportunity and commence negotiations.

As stated previously, we are prepared to devote all necessary resources to the
completion of due diligence, the negotiation and execution of definitive
documentation and the consummation of a transaction in an expeditious manner.
 We have retained Goldman, Sachs & Co. as our financial advisor and Dewey &
LeBoeuf LLP and Axinn, Veltrop & Harkrider LLP as our legal advisors to assist
us.

Our strong preference is to work with PharMerica to negotiate a mutually
acceptable transaction.  We and our advisors are prepared to meet with you and
your advisors to discuss all aspects of our proposal.  However, if you continue
to refuse to engage in meaningful negotiations, we are prepared to submit our
proposal directly to your stockholders.

We urge you to reconsider our proposal.  We look forward to hearing from you
promptly.

Sincerely,

/s/ John Figueroa

John Figueroa
Chief Executive Officer

Conference Call and Webcast

Omnicare will hold a conference call with management to discuss this strategic
opportunity today, August 23, 2011, at 8:30 a.m. ET.  A live webcast of the
conference call will be accessible from the Investor Relations section of
Omnicare's website at http://ir.Omnicare.com.  An archived replay will be made
available on the website following the conclusion of the conference call.

 About Omnicare

Omnicare, Inc., a Fortune 400 company based in Covington, Kentucky, provides
comprehensive pharmaceutical services to patients and providers across North
America.  As the market-leader in professional pharmacy, related consulting and
data management services for skilled nursing, assisted living and other chronic
care institutions, Omnicare leverages its unparalleled clinical insight into the
geriatric market along with some of the industry's most innovative technological
capabilities to the benefit of its long-term care customers.  Omnicare also
provides key commercialization services for the bio-pharmaceutical industry and
end-of-life disease management through its Specialty Care Group.  For more
information, visit www.omnicare.com.

Forward-looking Statements

In addition to historical information, this press release contains certain
statements that constitute "forward-looking statements."  These forward-looking
statements include, but are not limited to, all statements regarding the intent,
belief or current expectations regarding the matters discussed or incorporated
by reference in this document (including, but not limited to, statements as to
"beliefs," "expectations," "anticipations," "intentions" or similar words) and
all statements which are not statements of historical fact.  Such forward-
looking statements, together with other statements that are not historical, are
based on management's current expectations and involve known and unknown risks,
uncertainties, contingencies and other factors that could cause results,
performance or achievements to differ materially from those stated.  These risks
and uncertainties include, but are not limited to, the possibility that Omnicare
will not pursue a transaction with PharMerica, the timing to consummate a
potential transaction between Omnicare and PharMerica, the ability and timing to
obtain required regulatory approvals, Omnicare's ability to realize the
synergies contemplated by a potential transaction, Omnicare's ability to
promptly and effectively integrate the businesses of PharMerica and Omnicare,
the performance of Omnicare's institutional pharmacy business, business
conditions in the institutional pharmacy industry generally, the inability to
expand geographically as anticipated, the inability to leverage services and
capabilities among Omnicare's network of institutional pharmacies as
anticipated, the effectiveness of Omnicare's strategy in the institutional
pharmacy business, the ability of the PharMerica acquisition to strengthen
relationships with pharmaceutical and biotechnology companies and the risks and
uncertainties described in Omnicare's Form 10-K, Form 10-Q and Form 8-K reports
filed with the Securities and Exchange Commission.  Should one or more of these
risks or uncertainties materialize or should underlying assumptions prove
incorrect, Omnicare's actual results, performance or achievements could differ
materially from those expressed in, or implied by, such forward-looking
statements.  Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof.  Except as otherwise
required by law, Omnicare does not undertake any obligation to publicly release
any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Important Additional Information

This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. No tender offer for the shares of PharMerica
Corporation ("PharMerica") has commenced at this time. In connection with the
proposed transaction, Omnicare, Inc. ("Omnicare") may file tender offer
documents with the U.S. Securities and Exchange Commission ("SEC"). Any
definitive tender offer documents will be mailed to stockholders of PharMerica.
INVESTORS AND SECURITY HOLDERS OF PHARMERICA ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders of PharMerica will be able to obtain
free copies of these documents (if and when available) and other documents filed
with the SEC by Omnicare through the web site maintained by the SEC at
http://www.sec.gov or by directing a request to the Corporate Secretary of
Omnicare, Inc., 100 East RiverCenter Boulevard, Suite 1600, Covington, Kentucky
41011.


                                     # # #

Contacts:

Omnicare
Patrick C. Lee
(859) 392-3444
patrick.lee@omnicare.com

Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Jamie Moser
(212) 355-4449
abrimmer@joelefrank.com
jmoser@joelefrank.com














This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
    
Source: Omnicare via Thomson Reuters ONE

[HUG#1540348]