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Omnicare, Inc. v. NCS Healthcare, Inc.
Citation:818 A.2d 914 (2003)
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Beginning in late 1999, NCS began to experience operating and financial difficulties, causing its share price to tumble. The stock traded in a range of $0.09 – $0.50 per share. In March 2002, NCS decided to form an independent committee of board members who were neither NCS employees nor major NCS stockholders. Sells and Osborne were selected as the members of the committee. On October, 2002, Omnicare committed itself to a transaction with NCS. Pursuant to the terms of its proposal, Omnicare agreed to acquire all the outstanding NCS Class A and Class B shares through a tender offer at a price of $3.50 per share in cash. The Omnicare bid offered the NCS stockholders cash equal to more than twice the then-current market value of the shares to be received in the Genesis merger. The transaction offered by Omnicare also treated NCS’s other stakeholders on equal terms with the Genesis agreement.
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