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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 22, 2024
Cencora, Inc.
(Exact
name of registrant as specified in its charter)
Commission File Number: 1-6671
| Delaware |
|
23-3079390 |
(State or other jurisdiction
of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
| |
|
|
|
1
West First Avenue Conshohocken PA |
|
19428-1800 |
(Address of principal
executive offices) |
|
(Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report.)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of exchange on which registered |
| Common stock |
COR |
New York Stock Exchange (NYSE) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
On
May 22, 2024, Cencora, Inc. (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”)
with Walgreens Boots Alliance Holdings LLC (the “Selling Stockholder”), pursuant to which the Company agreed to repurchase
1,859,390 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), directly from the Selling
Stockholder (the “Repurchase”) at a price per share of $215.1244. The Repurchase was consummated on May 24, 2024. The aggregate
price paid by the Company in the Repurchase was approximately $400 million. The Repurchase was made under the Company’s share repurchase
programs and the repurchased shares will be held in treasury.
After
giving effect to the impact of the Repurchase, the Selling Stockholder owns 24,418,171 shares of Common Stock, which represents approximately
12% of the 196,928,527 total outstanding shares of Common Stock of the Company (based on 198,787,917 shares of Common Stock outstanding
as of May 22, 2024, less the 1,859,390 shares of Common Stock repurchased in the Repurchase).
The
foregoing description of the Share Repurchase Agreement is qualified in its entirety by reference to the full text of the Share Repurchase
Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation
FD Disclosure.
On
May 22, 2024, the Company issued a press release announcing the Repurchase described under Item 1.01 of this Current Report on Form 8-K
and raising its fiscal year 2024 adjusted diluted earnings per share guidance. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed
pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Cencora, Inc. |
| |
|
|
|
| May 24, 2024 |
By: |
|
/s/ James F. Cleary |
| |
|
|
Name: James F. Cleary |
| |
|
|
Title: Executive Vice President and Chief Financial Officer |
Exhibit 10.1
Execution Version
SHARE REPURCHASE AGREEMENT
This SHARE REPURCHASE AGREEMENT
(this “Agreement”) is entered into as of May 22, 2024 by and between Cencora, Inc., formerly known as AmerisourceBergen
Corporation, a Delaware corporation (the “Company”), and Walgreens Boots Alliance Holdings LLC, a Delaware limited
liability company and a stockholder of the Company (the “Selling Stockholder”).
Background
A. The
Selling Stockholder owns an aggregate of 26,277,561 shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”).
B. The
Selling Stockholder wishes to sell to the Company, and the Company wishes to repurchase from the Selling Stockholder, shares of the Common
Stock held by the Selling Stockholder at a per share price agreed to between the Selling Stockholder and the Company (the “Per
Share Purchase Price”) and upon the terms and conditions provided in this Agreement (the “Repurchase”).
C. The
Company intends to use cash on its balance sheet to complete the Repurchase.
NOW, THEREFORE, in consideration
of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agree as follows:
Agreement
1. Repurchase.
(a) Subject
to the terms and conditions of this Agreement, at the Closing (as defined below), the Selling Stockholder shall sell to the Company,
and the Company shall purchase, acquire and accept from the Selling Stockholder, 1,859,390 shares of Common Stock (the “Repurchase
Shares”) at a per share price of $215.1244 for an aggregate purchase price of $400,000,158.12 (the “Aggregate Purchase
Price”).
(b) The
closing of the sale of the Repurchase Shares (the “Closing”) shall take place on May 24, 2024 at the offices
of Morgan, Lewis & Bockius LLP, 2222 Market Street, Philadelphia, Pennsylvania 19103, or at such other time and place as may
be agreed upon by the Company and the Selling Stockholder. At the Closing, the Selling Stockholder shall deliver to the Company the Repurchase
Shares, and the Company agrees to deliver to the Selling Stockholder the Aggregate Purchase Price by wire transfer of immediately available
funds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing.
2. Company
Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder
that:
(a) The
Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. The Company has the requisite
corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby.
(b) This
Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company
enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization
or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(c) The
compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with, result
in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries
or constitute a default under (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is
subject, (ii) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company
or organizational documents of the Company’s subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or
decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction
over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not
impair in any material respect the consummation of the Company’s obligations hereunder or reasonably be expected to have a material
adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken
as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications,
waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery
and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions
contemplated by this Agreement.
(d) The
Company will have as of the Closing sufficient cash available to pay the Aggregate Purchase Price to the Selling Stockholder on the terms
and conditions contained herein.
3. Representations
of the Selling Stockholder. In connection with the transactions contemplated hereby, the Selling Stockholder represents and warrants
to the Company that:
(a) The
Selling Stockholder is duly organized or formed and validly existing under the laws of its state of organization or formation.
(b) All
consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Stockholder of this Agreement
and for the sale and delivery of the Repurchase Shares to be sold by the Selling Stockholder hereunder, have been obtained, except for
such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Selling Stockholder’s
obligations hereunder; and the Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign,
transfer and deliver the Repurchase Shares to be sold by the Selling Stockholder hereunder.
(c) This
Agreement has been duly authorized, executed and delivered by the Selling Stockholder and constitutes a valid and binding agreement of
the Selling Stockholder, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(d) The
sale of the Repurchase Shares by the Selling Stockholder hereunder and the compliance by the Selling Stockholder with all of the provisions
of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which
any of the property or assets of the Selling Stockholder is subject, (ii) nor will such action result in any violation of the provisions
of (x) the certificate of formation and limited liability company agreement of the Selling Stockholder or (y) any statute or
any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or any
of its properties or assets; except in the case of clause (i) or clause (ii)(y), for such conflicts, breaches or violations which
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Stockholder’s
ability to perform its obligations hereunder.
(e) The
Selling Stockholder is the record owner and shares beneficial ownership of the Repurchase Shares, as applicable, to be sold by the Selling
Stockholder hereunder free and clear of all liens, encumbrances, equities and claims other than any liens, encumbrances, equities and
claims arising under the Amended and Restated AmerisourceBergen Shareholders Agreement, dated June 1, 2021, between the Selling
Stockholder, or its affiliates, and the Company, and, assuming that the Company purchases such Repurchase Shares without notice of any
adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York
from time to time, upon sale and delivery of, and payment for, such securities, as provided herein, the Company will own the securities,
free and clear of all liens, encumbrances, equities and claims whatsoever.
(f) The
Selling Stockholder has received all information it considers necessary or appropriate for deciding whether to consummate the Repurchase.
The Selling Stockholder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions
of the Company’s purchase of the Repurchase Shares and the business and financial condition of the Company, and to obtain additional
information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary
to verify the accuracy of any information furnished to them or to which it had access. The Selling Stockholder has had the opportunity
to discuss with its tax advisors the consequences of the Repurchase. The Selling Stockholder has not received, nor is it relying on,
any representations or warranties from the Company other than as a provided herein, and the Company hereby disclaims any other express
or implied representations or warranties with respect to itself.
4. Termination.
This Agreement may be terminated by mutual written consent of the Company and the Selling Stockholder. This Agreement shall automatically
terminate and be of no further force and effect, in the event that the conditions in paragraph 1(b) of this Agreement have not been
satisfied.
5. Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be
in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested
and postage prepaid, or sent via a nationally recognized overnight courier, or sent via email (receipt of which is confirmed) to the
recipient. Such notices, demands and other communications will be sent to the addresses indicated below:
To the Company:
Cencora, Inc.
1 West First Avenue
Conshohocken, Pennsylvania
Attention: James Cleary
Elizabeth Campbell
Kourosh Pirouz
E-mail Address:
With a copy to (which shall not constitute notice):
Morgan,
Lewis & Bockius LLP
2222 Market Street
Philadelphia,
Pennsylvania 19103
Attention: James W. McKenzie, Jr.
Andrew T. Budreika
E-mail Address:
To the Selling Stockholder:
Walgreens Boots Alliance Holdings LLC
c/o Walgreens Boots Alliance, Inc
108 Wilmot Road
Deerfield, IL 60015
Attention: Omorlie Harris
John Devlin
E-mail Address:
With a copy to (which shall not constitute notice):
Cleary Gottlieb Steen & Hamilton LLP, counsel to
the Selling Stockholder
One Liberty Plaza New York, New York 10006
Attention: Lillian Tsu
E-mail Address:
Telephone:
or such other address or to the attention of
such other person as the recipient party shall have specified by prior written notice to the sending party.
6. Miscellaneous.
(a) Survival
of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby for
a period of six (6) months.
(b) Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.
(c) Complete
Agreement. This Agreement and any other agreements ancillary hereto and executed and delivered on the date hereof embody the complete
agreement and understanding between the parties and supersede and preempt any prior understandings, agreements, or representations by
or among the parties, written or oral, which may have related to the subject matter hereof in any way.
(d) Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute
one and the same agreement.
(e) Assignment;
Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole
or in part, by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement
shall bind and inure to the benefit of and be enforceable by the Selling Stockholder and the Company and their respective successors
and permitted assigns. Any purported assignment not permitted under this paragraph shall be null and void.
(f) No
Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties and their successors and permitted
assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to
any person other than the parties to this Agreement and such successors and permitted assigns.
(g) Governing
Law; Jurisdiction. The Agreement and all disputes arising out of or related to this Agreement (whether in contract, tort or otherwise)
will be governed by and construed in accordance with the laws of the State of New York. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties (i) irrevocably
submits to the personal jurisdiction of any state or federal court sitting in Manhattan, as well as to the jurisdiction of all courts
to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection
with this Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract,
tort or otherwise, shall be brought, heard and determined exclusively in such courts, (iii) agrees that it shall not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any
action or proceeding relating to or arising out of, under or in connection with this Agreement or the Company’s business or affairs
in any other court, tribunal, forum or proceeding. Each of the parties waives any defense of inconvenient forum to the maintenance of
any action or proceeding brought in accordance with this paragraph. Each of the parties agrees that service of any process, summons,
notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit
or proceeding brought against it in accordance with this paragraph, provided that nothing in the foregoing sentence shall affect the
right of any party to serve legal process in any other manner permitted by law.
(h) Mutuality
of Drafting. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of the Agreement.
(i) Remedies.
The parties hereto agree and acknowledge that money damages will not be an adequate remedy for any breach of the provisions of this Agreement,
that any breach of the provisions of this Agreement shall cause the other parties irreparable harm, and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance
or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement.
(j) Amendment
and Waiver. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Selling
Stockholder and the Company. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement, nor shall any waiver constitute a continuing waiver. No failure by any party to insist upon strict
performance of any of the provisions of this Agreement or to exercise any right or remedy arising out of a breach thereof shall constitute
a waiver of any other provisions or any other breaches of this Agreement.
(k) Further
Assurances. Each of the Company and the Selling Stockholder shall execute and deliver such additional documents and instruments and
shall take such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement.
(l) Expenses.
Each of the Company and the Selling Stockholder shall bear its own respective expenses in connection with the drafting, negotiation,
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(m) Interpretation.
The definitions in this Agreement are applicable to the singular as well as the plural forms of such terms.
[Signatures appear on following page.]
IN WITNESS WHEREOF, the parties
hereto have executed this Share Repurchase Agreement as of the date first written above.
| |
Company: |
| |
|
|
| |
CENCORA, INC. |
| |
|
|
| |
By: |
/s/ James F. Cleary |
| |
Name: |
James F. Cleary |
| Title: | Executive Vice President &
Chief Financial Officer |
| |
Selling Stockholder: |
| |
|
| |
walgreens
boots alliance holdings llc |
| |
|
| |
By: |
/s/ Omorlie Harris |
| |
Name: |
Omorlie Harris |
| Title: | Treasurer |
Exhibit 99.1
| |
Press Release |
| |
|
 |
|
CENCORA ANNOUNCES COMMON
SHARE REPURCHASE FROM WALGREENS BOOTS ALLIANCE AND RAISES FISCAL 2024 GUIDANCE
CONSHOHOCKEN, PA,
May 22, 2024 — Cencora, Inc. (NYSE: COR) today announced that it has agreed to repurchase shares of its common stock from Walgreens
Boots Alliance Holdings LLC in the amount of approximately $400 million in a private transaction.
Cencora is also raising its fiscal year 2024
adjusted diluted earnings per share guidance to $13.35 to $13.55, up from the previous range of $13.30 to $13.50, to reflect a lower weighted
average diluted share count, partially offset by higher net interest expense due to lower investment balances as a result of cash being
used for share repurchases. This transaction is an example of the Company’s opportunistic approach to share repurchases and the
Company will now have completed approximately $550 million of share repurchases in the month of May.
About Cencora
Cencora is a leading global pharmaceutical solutions
organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across
the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of
pharmaceuticals, healthcare products, and solutions. Our 46,000+ worldwide team members contribute to positive health outcomes through
the power of our purpose: We are united in our responsibility to create healthier futures. Cencora is ranked #11 on the Fortune 500 and
#24 on the Global Fortune 500 with more than $250 billion in annual revenue.
Cencora’s Cautionary Note Regarding
Forward-Looking Statements
Certain of the statements contained in this
press release, including, without limitation, those regarding the Company’s updated adjusted diluted earnings per share
guidance, 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”). Words such as
“aim,” “anticipate,” “believe,” “can,” “continue,” “could,”,
“estimate,” “expect,” “intend,” “may,” “might,” “on track,”
“opportunity,” “plan,” “possible,” “potential,” “predict,”
“project,” “seek,” “should,” “strive,” “sustain,” “synergy,”
“target,” “will,” “would” and similar expressions are intended to identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. 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
incorrect or could cause actual results to vary materially from those indicated. A more detailed discussion of the risks and
uncertainties that could cause our actual results to differ materially from those indicated is included in the “Risk
Factors” and “Management’s Discussion and Analysis” sections in the Company’s Annual Report on Form
10-K for the fiscal year ended September, 30, 2023 and elsewhere in that report and (ii) 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.
| Contacts: |
Bennett S. Murphy |
|
| |
Senior Vice President, Head of Investor Relations & Treasury |
|
| |
610-727-3693 |
|
| |
Bennett.Murphy@cencora.com |
|
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| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Section 13e
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-Publisher SEC
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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| Namespace Prefix: |
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Cencora (NYSE:COR)
過去 株価チャート
から 5 2024 まで 6 2024
Cencora (NYSE:COR)
過去 株価チャート
から 6 2023 まで 6 2024
