NEW YORK Walgreens announced today that Bison Acquisition Sub, its wholly owned subsidiary, has successfully completed its tender offer for all of the outstanding shares of common stock of Option Care. The tender offer expired at 12:00 midnight at the end of August 13, 2007, EST.
Based on a preliminary count by the depositary for the offer, there were tendered and not withdrawn 31,151,265 shares of Option Care common stock as of the expiration time. The tendered shares represent approximately 89.7 percent of the total outstanding shares of Option Care. Additional shares were guaranteed to be delivered within the next three days, which, if added to the tendered shares, would represent in excess of 90 percent of the total outstanding shares of Option Care. Bison Acquisition Sub has accepted for payment all shares that were validly tendered and not withdrawn in accordance with the terms of the tender offer.
As of 9:00 a.m. on August 14, 2007, Bison Acquisition Sub commenced a subsequent offering period for all remaining shares of Option Care common stock. The subsequent offering period will expire at 5:00 p.m. on Friday, August 17, 2007, unless extended. During this subsequent offering period, Option Care stockholders who did not previously tender their shares into the offer may do so and will promptly receive the same $19.50 per share cash consideration paid during the initial offering period. No withdrawal rights will apply to any Option Care shares tendered during the subsequent offering period.
After expiration of the subsequent offering period, as the same may be extended, Walgreens, through Bison Acquisition Sub, intends to acquire all of the remaining outstanding shares of Option Care common stock by the merger of Bison Acquisition Sub into Option Care. In the merger, each remaining outstanding share of Option Care common stock (other than shares as to which the holder has properly exercised appraisal rights and certain other shares) will be converted into the right to receive $19.50 per share in cash, without interest. Walgreens urges the stockholders of Option Care to tender their shares into the subsequent offering period so that they may receive payment of the $19.50 per share cash offer price on an expedited basis rather than waiting for the merger to close. Following the merger, Option Care common stock will no longer be traded on the Nasdaq.