First, Omnicare announced that it will acquire RxCrossroads for $235 million in cash. RxCrossroads provides support services to the pharmaceutical, medical device, and biotech industries. The company's offerings include reimbursement support, patient education, distribution, and mail-order support -- particularly for high-cost drugs to treat chronic diseases. RxCrossroads will fit into Omnicare's existing contract research organization business, allowing the company to offer clients a more complete suite of services.
Omnicare wasn't finished, though. About two hours later, the company announced that it had entered negotiations with NeighborCare
The company has been trying for more than a year to bring NeighborCare into the fold. Omnicare recently extended and increased its tender offer, but NeighborCare management (and many shareholders) still considered the bid inadequate, and NeighborCare's stock was trading above the tender offer price.
Now it appears that the two companies are discussing a cash offer of $34.75 per share -- a meaningful increase from the prior tender offer of $32 per share. It's anyone's guess whether this deal will ultimately go through, but the initial market reaction may offer hints. Omnicare's stock rose nicely after the announcement. NeighborCare's stock has traded higher, as well, but it was still below the targeted price for the two companies' potential deal.
Either way, this NeighborCare matter doesn't shed any more light on Omnicare's logic for me. The company paid five times sales -- a modest premium relative to the sector -- for RxCrossroads. However, that acquision helps to build a business segment that currently contributes only a tiny fraction of Omnicare's operating profits. Meanwhile, the company let the NeighborCare acquisition effort drag on for over a year, partly because of disagreements on the deal price.
Pay up for a business you don't really need, but go stingy on a company that would offer good accretion and synergies? While I applaud Omnicare management for driving a hard bargain, after nearly a year of wrangling, it began to seem a touch "penny wise, pound foolish" to this Fool.
For now, Omnicare looks to me like a chess game in its opening moments. It's deploying pieces across the board, but its overall plan of attack still isn't clear. Only time will tell whether Omnicare proves a grandmaster or a patzer.
For further Omnicare Foolishness:
- Executive Compensation Evolves
- Omnicare's Grace Under Pressure
- Omnicare's Strange Buy
- Omnicare in a "Rough Patch"?
Fool contributor Stephen Simpson held no financial position in any stocks mentioned at the time of publication.