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Acquisition Advances Role as a Key Pillar of Pharmaceutical Innovation and Access Adjusted Diluted EPS Guidance Range Raised to $8.90 to $9.10 for Fiscal 2021
CONSHOHOCKEN, PA, JUNE 2, 2021 — AmerisourceBergen Corporation (NYSE: ABC) today announced the completion of its acquisition of the majority of Walgreens Boots Alliance’s Alliance Healthcare businesses for $6.275 billion in cash, subject to a customary working capital and net debt adjustment, and 2 million shares of AmerisourceBergen common stock.
“We are excited to complete the acquisition and extend a warm welcome to the talented team at Alliance Healthcare,” said Steven H. Collis, Chairman, President and Chief Executive Officer of AmerisourceBergen. “The acquisition of Alliance Healthcare expands our reach and solutions in pharmaceutical distribution and adds to AmerisourceBergen’s breadth and depth of global manufacturer services. With Alliance Healthcare, we will advance our ability to provide innovative and global healthcare solutions and further our purpose of being united in our responsibility to create healthier futures.”
“This transaction provides great benefit for both companies and is a logical step following the continued success of our long-term strategic relationship,” said Ornella Barra, Chief Operating Officer, International, Walgreens Boots Alliance, Inc. “The Alliance Healthcare teams are joining a global pharmaceutical distribution leader and trusted partner in AmerisourceBergen, and we look forward to continuing to work together as strategic partners.
AmerisourceBergen and Walgreens Boots Alliance will also execute on the expansion and extension of commercial agreements in order to drive incremental growth and synergies.
Fiscal Year 2021 Expectations
The Company does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available or cannot be reasonably estimated.
Fiscal Year 2021 Expectations on an Adjusted (non-GAAP) Basis
AmerisourceBergen has updated its fiscal year 2021 financial guidance to reflect the expected contribution from the closing of the Alliance Healthcare acquisition and the weighted average share count impact of the 2 million shares of AmerisourceBergen common stock that the Company delivered at closing of the transaction. The Company now expects:
• Revenue of at least $210 billion, up from revenue growth in the high-single digit percent range; and
• Adjusted diluted earnings per share (EPS) to be in the range of $8.90 to $9.10, raised from the previous range of $8.45 to $8.60.
Additional expectations now include:
• Weighted average shares of at least 208 million, raised from the previous expectation of between 207 million and 208 million for the fiscal year.
The Company continues to have strong performance across its businesses and expects to update the rest of its previously announced fiscal 2021 financial guidance when it reports results for the third quarter of fiscal 2021. Alliance Healthcare’s results will be reported in Other for the remainder of fiscal year 2021.
Please refer to the Supplemental Information Regarding Non-GAAP Financial Measures below.
AmerisourceBergen fosters a positive impact on the health of people and communities around the world by advancing the development and delivery of pharmaceuticals and healthcare products. As a leading global healthcare company, with a foundation in pharmaceutical distribution and solutions for manufacturers, pharmacies and providers, we create unparalleled access, efficiency and reliability for human and animal health. Our 41,000 global team members power our purpose: We are united in our 3 responsibility to create healthier futures. AmerisourceBergen is ranked #10 on the Fortune 500 with more than $200 billion in annual revenue. Learn more at investor.amerisourcebergen.com.
Supplemental Information Regarding Non-GAAP Financial Measures
To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses adjusted diluted EPS. Adjusted diluted EPS should be viewed in addition to, and not in lieu of, financial measures calculated in accordance with GAAP. Adjusted diluted EPS may vary from, and may not be comparable to, similarly titled measures by other companies.
Adjusted diluted EPS is presented because management uses this non-GAAP financial measure to evaluate the Company’s operating performance, to perform financial planning, and to determine incentive compensation. Therefore, the Company believes that the presentation of this non-GAAP financial measure provides useful supplementary information to, and facilitates additional analysis by, investors.
The non-GAAP fiscal year 2021 guidance for adjusted diluted EPS excludes significant items that are outside the control of the Company or inherently unusual, non-operating, unpredictable, non-recurring or non-cash in nature. The Company does not provide forward looking guidance on a GAAP basis for such metric because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated.
For fiscal year 2021, adjusted diluted EPS excludes the per share impact of certain adjustments including gain from antitrust litigation settlements; LIFO expense (credit); acquisition-related intangibles amortization; and employee severance, litigation, and other; in each case net of the tax effect calculated using the applicable effective tax rate for those items. Management believes that this non-GAAP financial measure is useful to investors because it eliminates the per share impact of the items that are outside the control of the Company or that we consider to not be indicative of our ongoing operating performance due to their inherent unusual, non-operating, unpredictable, non-recurring, or non-cash nature.
AmerisourceBergen's Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"). Such forward-looking statements may include, without limitation, statements about the Alliance Healthcare acquisition, the benefits of the Alliance Healthcare acquisition, future opportunities for AmerisourceBergen and any other statements regarding AmerisourceBergen’s future operations, financial or operating results, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. Words such as "expect," "likely," "outlook," "forecast," "would," "could," "should," "can," "project," "intend," "plan," "continue," "sustain," "synergy," "on track," "believe," "seek," "estimate," "anticipate," "may," "possible," "assume," variations of such words, and similar expressions are intended to identify such forward looking statements.
These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove 4 incorrect or could cause actual results to vary materially from those indicated. Among the factors that could cause actual results to differ materially from those projected, anticipated, or implied are the following: unfavorable trends in brand and generic pharmaceutical pricing, including in rate or frequency of price inflation or deflation; competition and industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services; changes in the United States healthcare and regulatory environment, including changes that could impact prescription drug reimbursement under Medicare and Medicaid; increasing governmental regulations regarding the pharmaceutical supply channel; declining reimbursement rates for pharmaceuticals; continued federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; continued prosecution or suit by federal, state and other governmental entities of alleged violations of laws and regulations regarding controlled substances, including due to failure to achieve a global resolution of the multi-district opioid litigation and other related state court litigation, and any related disputes, including shareholder derivative lawsuits; increased federal scrutiny and litigation, including qui tam litigation, for alleged violations of laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services, and associated reserves and costs; failure to comply with the Corporate Integrity Agreement; material adverse resolution of pending legal proceedings; the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers; changes to customer or supplier payment terms, including as a result of the COVID-19 impact on such payment terms; the integration of the Alliance Healthcare businesses into the Company being more difficult, time consuming or costly than expected; the Company’s or Alliance Healthcare’s failure to achieve expected or targeted future financial and operating performance and results; the effects of disruption from the acquisition and related strategic transactions on the respective businesses of the Company and Alliance Healthcare and the fact that the acquisition and related strategic transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the acquisition of businesses, including the Alliance Healthcare businesses and related strategic transactions, that do not perform as expected, or that are difficult to integrate or control, or the inability to capture all of the anticipated synergies related thereto or to capture the anticipated synergies within the expected time period; risks associated with the strategic, long-term relationship between Walgreens Boots Alliance, Inc. and the Company, including with respect to the pharmaceutical distribution agreement and/or the global generic purchasing services arrangement; managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws, economic sanctions and import laws and regulations; financial market volatility and disruption; changes in tax laws or legislative initiatives that could adversely affect the Company's tax positions and/or the Company's tax liabilities or adverse resolution of challenges to the Company's tax positions; substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer, including as a result of COVID-19; the loss, bankruptcy or insolvency of a major supplier, including as a result of COVID-19; financial and other impacts of COVID-19 on our operations or business continuity; changes to the customer or supplier mix; malfunction, failure or breach of sophisticated information systems to operate as designed; risks generally associated with data privacy regulation and the international transfer of personal data; natural disasters or other unexpected events, such as additional pandemics, that affect the Company’s operations; the impairment of goodwill or other intangible assets (including any additional impairments with respect to foreign operations), resulting in a charge to earnings; the Company's ability to manage and complete divestitures; the disruption of the Company's cash flow and ability to return value to its stockholders in accordance with its past practices; interest rate and foreign currency exchange rate fluctuations; declining economic conditions in the United States and abroad; and other economic, business, competitive, legal, tax, regulatory and/or operational 5 factors affecting the Company's business generally. Certain additional factors that management believes could cause actual outcomes and results to differ materially from those described in forwardlooking statements are set forth (i) in Item 1A (Risk Factors), in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and elsewhere in that report and (ii) in other reports filed by the Company pursuant to the Securities Exchange Act. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by the federal securities laws.
To mark Mental Health Awareness Week, Alliance Healthcare has introduced its first cohort of employee mental health first aiders.
The Mental Health First Aid (MHFA) England accredited training will help to identify people who may require help and signpost them to appropriate support services.
The first group of 24 took part in a series of virtual training programmes, which covered the issues that impact and relate to people’s mental health. These included active listening, starting a conversation about poor mental health, offering reassurance and sign posting to appropriate professional help.
Vicki Wilder, Senior HR Business Partner, who is leading on the training programme said: “We have a duty of care to support our workforce and we are committed to providing appropriate help for poor mental health, it’s equally as important as physical health. We also recognise that the pandemic has taken its toll on people, but with the introduction of mental health first aiders colleagues will have an additional avenue to be able to reach out for support.”
Alliance Healthcare will continue its mental health first aider training and by the end of 2021 every employee will have access to a trained mental health first aider.
Approximately one in four people in the UK will experience a mental health problem of some kind each year.
One in six people will also report experiencing a common mental health problem (like anxiety and depression) in any given week in England.
 Source: Mind, June 2020
 Source: Mind, June 2020
Alliance Healthcare and Alphega Pharmacy Announce Winner of the BPSA Business and Enterprise Competition
Abeer Aamir, a first year student currently studying Pharmacy at the University of Brighton, is the winner of the BPSA’s Business and Enterprise competition, sponsored by Alliance Healthcare and Alphega Pharmacy.
Abeer receives the prize of a £500 gift voucher after she successfully pitched a presentation highlighting how Alphega Pharmacy is the key to the future development of Independent Community Pharmacy. She also came up with not one, but three new ideas that could enhance the current Alphega Pharmacy B2C app.
The BPSA (British Pharmaceutical Students' Association) is an organisation that works to enhance the experience of its members by inspiring them to invest in their development, seize opportunities and become advocates for the profession. This competition is one example of that. It allows students to be innovative and explore the business aspect of pharmacy, whilst building confidence and winning prizes. The BPSA teams up with sponsors, such as Alliance Healthcare to deliver such fantastic opportunities.
The final was held virtually on Tuesday 30 March, 2021, with three out of ten students who made it through to the final round competing via Zoom, due to current Covid-19 restrictions.
Abeer Aamir, winner of this year's event, says: "I am incredibly appreciative for the opportunity I was given to compete in the Business and Enterprise competition. The competition allowed me to look at pharmacy practice in a new light and specifically focus on how we as pharmacists must adapt to the ever-changing healthcare landscape, especially so in this new online based era. As we move into a post-COVID world, I believe it is crucial for all pharmacy students to take a look at how the practice will be shifting in the next few years with the rise of digital care, and learn how to adjust without compromising patient-focused care.
“Competing in this competition also gave me the chance to be creative by creating a cohesive and interesting presentation marketing the Alphega app, as well as coming up with innovative ideas to further the development of the app and the future development of independent community pharmacies on the spot during the judge questioning round. I was also able to gain a deeper understanding about different business standards of practice, as well as appreciate the innovative concepts and designs that must be made by independent pharmacy owners to remain competitive against larger chain pharmacies. Thank you again to the BPSA, Alphega Pharmacy, and Alliance Healthcare for organizing this competition!”
The three finalists performed incredibly well and a great rapport was built with the judging panel. The panel consisted of Mike Smith, Non-executive advisor at Alliance Healthcare, Sue Dobson, Alphega Pharmacy Business Mentor, Vinay Patel, Alphega Pharmacy Services and Contract Pharmacist, plus Rob Darracott, Editor at P3pharmacy magazine who joined as a special guest judge. The event was coordinated by Trisha Dogra, a pre-registration pharmacist who graduated from Keele University and is the Competitions Coordinator of the BPSA Executive Team, plus Karen Lam and Lorna Kimberley, both from the Marketing and Communications Team at Alliance Healthcare.
Mike Smith, Non-executive advisor Alliance Healthcare UK, says: "The entries were again of the highest quality this year. The three shortlisted finalists gave excellent presentations with some really innovative and radical ideas. They demonstrated a clear understanding of the benefits of Alphega Pharmacy membership and how this will be key to the future development of independent pharmacy. These young students are the future of our profession and I have no doubt it will be continue to flourish in such safe hands. I am so proud of them all. They were all winners for me and the judging was very close.”
Rob Darracott, Editor at P3pharmacy magazine also added: “It’s never easy presenting at the best of times, but all the finalists did a great job, not only in identifying the benefits of Alphega to independent community pharmacy, but in presenting their ideas virtually too. It’s especially nice hearing innovative ideas and suggestions from those at the start of their careers in the profession, including one at the very start, our impressive winner and first year pharmacy student, Abeer.”
For over a decade, Alliance Healthcare has supported the BPSA and looks forward to seeing the positive difference our young pharmacists make in this challenging world.
Abeer Aamir, BPSA, Business and Enterprise Winner
Today marks the beginning of the Islamic holy month of Ramadan which is celebrated by Muslims all over the UK.
At Alliance Healthcare, we have a workforce that is diverse and rich in culture, like our customer base and we are proud to mark this special event.
Our Leigh Service Centre Manager, Zak Patel, has been sharing what Ramadan means to him:
“Like many Muslims, during the holy month of Ramadan I will be enjoying fasting from dawn to dusk. Ramadan is a time of self-reflection, supporting those less fortunate and it brings me closer to my religion. Ramadan also means kindness, appreciation, love, generosity and patience which makes me more appreciative of everything that I am blessed with and spurs me to support those in my community whom are struggling, especially during these COVID times.”
Matt Addison, Operations Director, says: “Across our operations network and our wider business, we have team members with many different religions and beliefs. Recognising and celebrating the cultural and religious events that are important to our people creates a welcoming and equitable workplace in which people can be their authentic selves.”
On behalf of all of us at Alliance Healthcare, Ramadan Mubarak!
We are delighted to share a fantastic thought leadership story published in WBA’s digital magazine titled ‘WBA senior leaders share COVID-19 lessons learned’, and features our very own Director or Operations, Matt Addison.
Matt shares his experience during the pandemic and praises operations colleagues who worked collaboratively to run the service centres, cross dock network and transport organisation during this time. Matt says: “The COVID-19 pandemic has seen Alliance Healthcare face possibly the most challenging period of its history. Our operations colleagues have played such a critical part in supporting the NHS and patients across the UK. We are classified as essential workers by the UK government, and without our people, the country would not have made it this far.
My Alliance Healthcare operations colleagues have astounded me throughout the last year, and their stories of resilience, teamwork, and going the extra mile are many. I’ve always believed that working collaboratively and trusting in my leadership team has been key to our combined success, and the impact of the pandemic has only served to reinforce this belief. For a portion of 2020, I also faced a personal challenge and if I hadn’t been able to leave work behind and trust my team to lead our operation to success, then I don't believe I would have been able to successfully overcome the obstacles I faced.
During the pandemic, we’ve taken steps to restructure the operations leadership team, and that is in no small part due to the management changes and responsibilities that we had to employ during this period. I have great leaders in place to run the service center network, cross dock center and transport organization. This will continue beyond the pandemic and will become the new Alliance Healthcare way of working.”
You can see all the other stories featured in this article by following the link to the WBA digital magazine here: https://www.walgreensbootsalliance.com/news-media/our-stories/wba-senior-leaders-share-covid-19-lessons-learned
To support the mass vaccination agenda, our services arm, Skills in Healthcare will be delivering interactive COVID-19 vaccination training sessions to all healthcare professionals eligible to administer COVID-19 vaccines, as well as vaccination support workers in the lead up to their anticipated involvement in the vaccination programme.
Skills in Healthcare is delighted to be offering support to community pharmacists by providing these informative webinars, in collaboration with Charles Bloe Training. In 2020, Charles Bloe Training won Coursecheck’s ‘Brilliance Award’, the highest rated training provider in their medium-sized organisation category.
The virtual sessions aim to complement their mandatory COVID-19 e-Learning and/or practical training to ensure they have the knowledge, skills and confidence to fulfil their vital role in the programme when the opportunity arises. Healthcare professionals and vaccination support workers are receiving expert knowledge and practical demonstrations, delivered by specialist nurse trainers who are administering the vaccine at present.
Sanjay Pathak, National Pharma Services Manager Skills in Healthcare, said: “As part of the Alliance Healthcare team, we are committed to supporting community pharmacy where we can. We are proud to be helping our Pharmacy COVID-19 heroes with their vaccination training and education in readiness for when their involvement in the programme begins”.
For more information on our COVID-19 vaccination training webinars, please click here.
Alphega UK has started delivering COVID-19 vaccinations to communities across the UK. Over 40 members are administering the vaccine from consultation rooms within their independent community pharmacies, with another 20 to open in the next few weeks.
Alphega Pharmacy is a leading European network of independent pharmacists. Throughout the pandemic, it has helped members by supporting application and submissions to become certified COVID-19 sites, providing over 30,000 pieces of social distancing material, launching a COVID-19 hub with resources, toolkits and signage, providing more than 3,000 face visors and over 800 digital tablets to allow pharmacists to carry out remote patient consultations, and giving practical support to customers in reception and recovery areas.
Raj Nutan, Head of Alphega Pharmacy, said: “Alphega is incredibly proud to be part of this national effort to protect our local communities against COVID-19. Community pharmacies are often at the heart of areas where there are higher levels of health challenges and vaccine hesitancy.”
Dhimant Patel, Pharmacist and owner of Healthways Pharmacy in Harrow, London said: “We have all seen the effect that COVID-19 has had on our local communities across the UK. As primary healthcare providers, independent pharmacies are well established in their local areas and are ideally placed to help in the fight against the virus.
“We’re delighted to be part of the solution to fight the coronavirus pandemic. We have long been a partner to the NHS and we believe that this vaccination programme is something we have a key role to play in, particularly in reassuring patients, dispelling myths and misconceptions about COVID-19 vaccines and boosting uptake.”
Patients will be invited directly by the NHS to book their vaccination appointment at Alphega pharmacies.
Important notice: Please be extra careful with all online activity and remember that Alliance Healthcare will never inform you solely by email message of changes to our bank account details. Please report any suspicious email, call, or communication by calling 0203 0440 8928.
In honour of this year’s International Women’s Day, Alliance Healthcare and its Apprenticeship Recruitment Services partner are supporting Vitamin Angels via donation.
The donation will help Vitamin Angels to provide life-saving vitamins to 10,000 mothers and children under five who are at risk of malnutrition, which is one of the causes of preventable child deaths.
As part of International Women’s Day, Alliance Healthcare is hosting a selection of internal events that explore key themes, such as allyship, wellbeing, and career development. In addition, talented female leaders will be celebrated throughout the week, 8 to 12 March, and there will be an inspiring panel session with senior female leaders.
Natasha Wilson, Acting HR Director, said: “I’m delighted that we are able to support Vitamin Angels with the vital work they do to help mothers and children, and break the cycle of malnutrition. At Alliance Healthcare we are fortunate that our workforce is diverse and rich in culture, with many women leading the way across our business. As a senior female leader, it’s important for me and all of my female colleagues to act as role models for women in business.”
Myrtle Northage from Apprenticeship Recruitment Services said: “Apprenticeship Recruitment Services is proud to support this year’s International Women’s Day. Equality and diversity is something that we take very seriously. Since the inception of the business we have insisted that apprentices and staff are treated fairly, with equal treatment and access to apprenticeship opportunities and resources. All of our apprenticeships are gender diverse and we work with Alliance Healthcare to ensure that access is available to all. In sponsoring this day we hope to raise the profile of women and celebrate their successes so that they become role models for future employees.”
Alliance Healthcare continues to champion essential activities that will help its people fulfil their potential. There is a professional leadership programme that drives leadership skills and capabilities for both women and men, and 74 females (43% of all delegates) are enrolled. A further 118 women are also studying for apprenticeships in a range of subjects including team leadership and management, project management and customer service.
Alliance Healthcare thanks its sponsor Apprenticeship Recruitment Services for their generous support.
At Alliance Healthcare, we are very proud of the ongoing commitment of our colleagues to support their local communities.
Most recently, team members at our Leeds Service Centre came to the aid of a community charity, The Real Junk Food Project, when it was in need of vital personal protective equipment (PPE) for its volunteers.
The charity aims to reduce the amount of food entering landfill by redistributing surplus items from supermarkets and restaurants to food banks and primary schools and those in the community in need of it.
Overall, 12,000 face masks and gloves were donated to the charity, a three-month supply, to enable its volunteers to continue making up hampers of surplus food items and deliver them to local residents.
In addition, a home delivery driver from our sister company Boots delivered some of the hampers on behalf of The Real Junk Food Project to residents in south Leeds.
Well done to everyone involved!
From left to right: Ben Gower and Ross Stones