Omnicare filed a lawsuit against PharMerica and the company's board of directors, alleging that PharMerica directors violated their fiduciary duties by refusing to evaluate Omnicare's offer to acquire the rival institutional pharmacy services company.
Omnicare files suit against PharMerica
The suit was filed Wednesday in the Court of Chancery of the State of Delaware, the same day that Omnicare had announced a tender offer to buy the shares of Louisville, Ky.-based PharMerica for $15 a share.
A spokeswoman for PharMerica said the company had no comment in response to the lawsuit.
Omnicare, which is based in Covington, Ky., went public with its intention to buy PharMerica in August. PharMerica rejected the bid, stating that it believed that antitrust clearance for the deal would be difficult to achieve. It later adopted a poison pill stockholder rights plan.
Omnicare and PharMerica are the two largest institutional pharmacy services provider based on revenue.
According to a federal filing, Omnicare’s lawsuit also alleges that PharMerica directors have refused to engage in negotiations and to remove “inapplicable preclusive defensive measures” that would prevent PharMerica’s stockholders from considering the offer.
“The director defendants’ refusal to negotiate with Omnicare deprives PharMerica stockholders of the unique opportunity that the transaction presents to sell their shares at a substantial premium,” according to the lawsuit.
The offer is scheduled to expire Oct. 4.
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