This excerpt taken from the WAG 8-K filed Jul 3, 2007.
Item 1.01 Entry into a Material Definitive Agreement
On July 2, 2007, Walgreen Co., an Illinois corporation (the Company) and Bison Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (Acquisition Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) with Option Care, Inc., a Delaware corporation (Option Care), pursuant to which Acquisition Sub will commence a cash tender offer (the Tender Offer) to acquire all of the outstanding shares of common stock of Option Care, par value $0.01 per share (the Option Care Shares) at a price per share equal to $19.50 (the Per Share Consideration).
Following the consummation of the Offer, Acquisition Sub will merge with and into Option Care (the Merger), and all Option Care Shares not acquired in the Tender Offer will be converted into the right to receive the Per Share Consideration. The Merger Agreement includes customary representations, warranties and covenants by the parties. The Board of Directors of Option Care unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Tender Offer and the Merger.
Consummation of the Tender Offer is subject to certain conditions, including acceptance of the Tender Offer by a majority of Option Care Shares outstanding on a fully diluted basis, regulatory approvals, and other customary conditions.
In connection with entering into the Merger Agreement, the Company and Acquisition Sub have entered into support agreements (the Support Agreements) with Option Cares founder, Mr. John N. Kapoor, PhD., and certain trusts established by him, together owning approximately 22% of the outstanding Option Care Shares, pursuant to which such shares will be tendered into the Tender Offer.
The foregoing summaries of the Merger Agreement, the Support Agreements and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement and the Support Agreements, which are attached as Exhibits 2.1, 2.2 and 2.3, respectively, and incorporated herein by reference.
The Company and Option Care issued a joint press release on July 2, 2007 announcing the execution of the Merger Agreement. A copy of the press release is included as Exhibit 99.1 to this current report and is incorporated herein by reference.