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OCR > SEC Filings for OCR > Form 8-K on 29-Nov-2012All Recent SEC Filings

Show all filings for OMNICARE INC



Entry into a Material Definitive Agreement, Other Events

Item 1.01. Entry into a Material Definitive Agreement.

On November 29, 2012, Omnicare, Inc. (the "Company") entered into an accelerated share repurchase agreement (the "ASR Agreement") with Goldman, Sachs & Co. ("Goldman") pursuant to which the Company will repurchase $250 million of its outstanding common stock.
Pursuant to the ASR Agreement, the Company will make a $250 million payment to Goldman on November 30, 2012 and will receive an initial number of approximately 5.8 million shares of its outstanding common stock from Goldman on the same day. The specific number of shares that the Company ultimately will repurchase under the ASR Agreement will be based generally on the average of the daily volume-weighted average price per share of the Company's common stock during a repurchase period, subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At settlement, under certain circumstances, Goldman may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to Goldman. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated, extended or terminated early by Goldman and various acknowledgements, representations and warranties made by the parties to one another. The transaction is expected to be completed during the first half of 2013.

The Company entered into the ASR Agreement pursuant to, and as part of, the Company's previously disclosed share repurchase program, most recently authorized by its board of directors on September 12, 2012. As of September 30, 2012, the Company had approximately $498 million of share repurchase authority remaining.

Item 8.01. Other Events

On November 28, 2012, the Company terminated its 10b5-1 stock buying plan entered into on February 29, 2012.

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