SCHAUMBURG, IL, Oct. 8, 2014 /PRNewswire/ - Catamaran Corp. (NASDAQ: CTRX) (TSX: CCT), a leading provider of technology and pharmacy benefit management (PBM) services, announced today that it has entered into a definitive agreement to acquire Salveo Specialty Pharmacy, an independent specialty pharmacy company headquartered in St. Petersburg, Florida with business operations in New York (Echo Salveo Specialty Pharmacy) and California (Mission Road Pharmacy). Salveo manages approximately $400 million in annual drug spend. The purchase price of $260 million in cash (subject to certain customary post-closing adjustments) represents a purchase price multiple of approximately 13x Salveo's trailing-twelve-month EBITDA and is expected to be funded through cash on the balance sheet.
"We are thrilled to welcome Salveo and its employees to the Catamaran team," said Mark Thierer, Chairman and CEO of Catamaran. "Salveo's successful commercial strategy, geographic footprint and diverse therapy mix are highly complementary to our BriovaRx specialty strategy. This transaction affirms our commitment to investing in our specialty capabilities and the combination of BriovaRx and Salveo strongly positions Catamaran as one of the largest specialty pharmacies with a truly unique service offering."
"Salveo has emerged as a strong specialty provider by focusing on the individual patients we serve. Together, we view Salveo and BriovaRx as a hand in glove fit, given our complementary values and strong commercial momentum in both organizations", said Jeff Freedman, CEO of Salveo.
This acquisition is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to be completed during the fourth quarter of 2014.
Catamaran, the industry's fastest-growing pharmacy benefits manager, helps organizations and the communities they serve take control of prescription drug costs. Managing more than 350 million prescriptions each year on behalf of over 32 million members, our flexible, holistic solutions improve patient care and empower individuals to take charge of their health. Processing one in every five prescription claims in the U.S., Catamaran's skill and scale deliver compelling financial results and sustainable improvement in the overall health of members. Catamaran is headquartered in Schaumburg, Ill., with multiple locations in the U.S. and Canada. For more information, please visit CatamaranRx.com, and for industry news and information, follow Catamaran on Twitter, @CatamaranCorp.
About Salveo Specialty Pharmacy, Inc.
Salveo Specialty Pharmacy, Inc., a private company headquartered in Saint Petersburg, Florida, was formed to create a leading specialty pharmacy organization serving patients and customers across the country. Salveo acquires, integrates and grows select specialty pharmacy organizations that share its philosophy of providing superior customer service and clinical patient care to the chronically ill population.
Forward Looking Statements
Certain information included herein, including information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions, constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. We caution that such forward-looking statements involve known and unknown risks, uncertainties and other risks that may cause our actual financial results, performance, or achievements to be materially different from our estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation, our ability to achieve increased market acceptance for our product offerings and penetrate new markets; our ability to compete successfully; our dependence on, and ability to retain, key customers; customer demands for enhanced services levels or loss or unfavorable modification with our customers; the risks and challenges associated with our PBM partnering agreement with Cigna Corporation due to the size of the client and the complexity and long-term nature of the agreement; consolidation in the healthcare industry; our ability to identify and complete acquisitions, manage our growth, integrate acquisitions and achieve expected synergies from acquisitions; changes in industry pricing benchmarks and continuing market and economic challenges; our ability to maintain our relationships with pharmacy providers, pharmaceutical manufacturers, third-party rebate administrators and suppliers; compliance with existing laws, regulations and industry initiatives and future change in laws or regulations in the healthcare industry; our ability to maintain our relationships with suppliers; the outcome of any legal or tax proceeding that has been or may be instituted against us; the existence of undetected errors or similar problems in our software products; potential liability for the use of incorrect or incomplete data; interruption of our operations due to outside sources and breach of our security by third parties; our dependence on the expertise of our senior management and other personnel; maintaining our intellectual property rights and litigation involving intellectual property rights; our ability to obtain, use or successfully integrate third-party licensed technology; our ability to accurately forecast our financial results; our level of indebtedness and the covenants and restrictions in the agreements governing our outstanding indebtedness; our access to sufficient capital to fund our future requirements; and potential write-offs of goodwill or other intangible assets.
In addition, numerous factors could cause actual results with respect to the proposed Salveo acquisition to differ materially from those in the forward-looking statements, including, without limitation, the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that the Catamaran and Salveo businesses will not be integrated successfully; the ability to obtain regulatory approvals of the proposed transaction on the proposed terms and schedule contemplated by the parties; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; the risk of customer attrition at Salveo or Catamaran; the timing of the closing of the proposed acquisition; and the possibility that the proposed acquisition does not close, including, but not limited to, due to the failure to satisfy the closing conditions. The foregoing list of factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Other factors that should be considered are discussed from time to time in Catamaran's filings with the U.S. Securities and Exchange Commission, including the risks and uncertainties discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K and subsequent filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to Catamaran or persons acting on our behalf are expressly qualified in their entirety by this notice.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY'S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.