Walgreen Co. (WAG) has reached a definitive agreement to acquire certain assets of BioScrip Inc.'s (BIOS) community specialty pharmacies and centralized specialty and mail service pharmacy businesses for deal value of about $225 million. This includes nearly $170 million cash at closing and retention by BioScrip of associated accounts receivable and working capital liabilities of around $55 million, based on BioScrip's balance sheet values at December 31, 2011.
Also, the company added that up to an additional $60 million in purchase price may be payable based on events related directly or indirectly to Walgreens retention of certain business included in the transferred businesses. For BioScrip, the transaction would provide the ability to continue to focus on and expand in its core strategic growth areas, infusion pharmacy and home health services. Further, BioScrip would maintain its pharmacy benefit management and cash card business.
The transaction is structured as an asset acquisition, with a plan to transfer the servicing of patients for the central specialty pharmacy and mail service pharmacy businesses to existing Walgreens facilities, while BioScrip would continue to service its infusion patient base through existing BioScrip pharmacy facilities.
Walgreens currently believes that the transaction would not have a material impact on its earnings per share in fiscal year 2012, and expects it to be modestly accretive in fiscal 2013. Walgreens intends to fund the purchase with existing cash, and the transaction may close by late April 2012.
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