By James Pilcher
The Cincinnati Enquirer
The strange merger fight over a suburban Cleveland company involving Covington-based pharmacy services firm Omnicare Inc., Friday took yet another turn.
Omnicare said it would raise its offer after a previous bid was apparently matched by a third competitor.
Omnicare and Genesis Health Ventures of Kennett Square, Pa., have been battling for NCS HealthCare Inc., of Beachwood, Ohio, since late July. Genesis and NCS had agreed to a deal worth about $38 million and the assumption of $310 million of NCS's debt; Omnicare said it was offering $71 million plus debt assumption - an offer later boosted to $83 million - and sued NCS.
Earlier this week, the Delaware Supreme Court handed Omnicare a major victory in the legal battle over the merger, halting the previously approved deal between NCS and Genesis. In a decision that could have repercussions for all of corporate America, the court said the deal could not go through on the grounds that the NCS board did not follow through on its responsibility to all shareholders.
Friday, Omnicare said it was raising its offer to $5.50 a share, or more than $130 million, plus debt assumption. In a letter to NCS, Omnicare president and chief executive officer Joel Gemunder said the offer was being raised on the understanding that Genesis had matched Omnicare's previous offer.
"We hope to conclude this rapidly," company spokesman Andy Glass said, refusing to speculate on what might happen next.
NCS stock closed at $5.25 Friday, up $2.13. Omnicare stock closed at $23.75, down 15 cents, and Genesis stock closed at $16.10, down 30 cents.
Genesis spokeswoman Lisa Salamon said her company had not officially raised its offer because no formal process has been set up by NCS, but that "we're talking with them about that price."
Ms. Salamon would not comment on Omnicare's offer. NCS officials did not return phone calls seeking comment. Omnicare's new offer expires Dec. 27, but Omnicare extended its previous offer seven times.
E-mail jpilcher@enquirer.com
