SOURCE: Brower Piven, A Professional Corporation

September 15, 2011 16:07 ET

Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of PharMerica Corporation by Omnicare Inc.

STEVENSON, MD--(Marketwire - Sep 15, 2011) - Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the Delaware Chancery Court, on behalf of all shareholders of PharMerica Corporation ("PharMerica" or the "Company") (NYSE: PMC).

The complaint asserts claims arising from the self-interested and unreasonable response by the PharMerica board of directors (the "Board") to a non-coercive offer to acquire the Company by Omnicare, Inc. ("Omnicare") at a price well above PharMerica's market price. According to the complaint, in April 2011, PharMerica invited competitor Omnicare to make an acquisition proposal, after which, on July 19, 2011, Omnicare sent a letter to the PharMerica Board offering to acquire all outstanding shares of the Company at $15 per share in cash (the "Omnicare Offer"). According to the complaint, despite inviting the proposal, the PharMerica Board rejected the Omnicare Offer and refused to engage in good faith negotiations regarding a possible transaction.

The complaint alleges that after Omnicare went public with its all-cash $15 offer on August 23, 2011, which offer represents a 37.2% premium over PharMerica's closing stock price the day before. According to the complaint, the Board again rejected the Omnicare Offer based on purported regulatory concerns, dubious because the institutional pharmacy business is competitive and will remain so even if the proposed transaction is consummated. The complaint further alleges that rather than negotiate a higher price for PharMerica's public shareholders, two days after becoming public, PharMaerica's Board adopted a poison pill to impede the Omnicare Offer. On September 7, 2011, according to the complaint, Omnicare made an offer directly to PharMerica's stockholders to acquire all outstanding shares of PharMerica's common stock through a cash tender offer at $15.00 per share.

The complaint alleges that the PharMerica Board must fulfill its fiduciary duties of care and loyalty under Delaware law and has breached those duties, particularly where the poison pill and Section 203 of the Delaware General Corporation Law make it practically impossible for Omnicare or any other bona fide bidder to acquire PharMerica within a reasonable timeframe without the cooperation and approval of the PharMerica Board. According to the complaint, PharMerica's unreasonable response to the Omnicare Offer, including adoption of the poison pill, is inconsistent with the duties of a properly functioning independent and informed board to maximize shareholder value.

If you are a current owner of shares of PharMerica, you may obtain additional information about this lawsuit by contacting Brower Piven at, by email at, by calling 410/415-6701, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Contact Information

    Charles J. Piven
    Brower Piven, A Professional Corporation
    Stevenson, Maryland
    Email Contact