8-K
OMNICELL, INC. (OMCL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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): January 4, 2022
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-33043 | 94-3166458 |
|---|---|---|
| (State or other jurisdiction of <br>incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
590 East Middlefield Road
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(650) 251-6100
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | OMCL | NASDAQ Global Select Market |
| 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 7.01. Regulation FD Disclosure.
On January 4, 2022, Omnicell, Inc. (the “Company”) issued a press release and an investor presentation announcing the Company’s acquisition of MarkeTouch Media, LLC, a Texas limited liability company. Copies of the press release and the investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are hereby furnished pursuant to this Item 7.01.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 is furnished and shall not be deemed “filed” for 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 Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Document |
|---|---|
| 99.1 | Press release entitled “Omnicell Acquires MarkeTouch Media” dated January 4, 2022 |
| 99.2 | Investor presentation entitled “MarkeTouch Media” dated January 4, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| OMNICELL, INC. | |
|---|---|
| Dated: January 4, 2022 | /s/ Dan S. Johnston |
| Dan S. Johnston | |
| Executive Vice President and Chief Legal & Administrative Officer |
Document
Exhibit 99.1
For more information, contact:
| Kathleen Nemeth | Carol Kimura |
|---|---|
| Vice President, Investor Relations | Vice President, Brand, Digital & Growth Marketing |
| Omnicell, Inc. | Omnicell, Inc. |
| (650) 435-3318 | (650) 251-6363 |
| kathleen.nemeth@omnicell.com | carol.kimura@omnicell.com |
Omnicell Acquires MarkeTouch Media
Strategic acquisition of pharmacy technology solutions provider expands and deepens EnlivenHealth division’s footprint across key pharmacy segments
Accelerates Software-as-a-Service (“SaaS”) technology roadmap
Mountain View, Calif.,-- January 4, 2022 — Omnicell, Inc. (Nasdaq:OMCL), a leading provider of medication management solutions and adherence tools for health systems and pharmacies, today announced it has acquired pharmacy software solutions provider MarkeTouch Media, LLC for total aggregate cash consideration of $82 million, subject to customary adjustments. The acquisition is expected to expand the footprint of Omnicell’s EnlivenHealthTM division across the retail pharmacy sector, while enhancing potential growth opportunities in new market segments like specialty pharmacy and pharmacy benefits management.
Recent studies have shown that the use of mobile apps can significantly improve medication adherence.1 The addition of MarkeTouch Media’s mobile and web-based technology and patient engagement solutions to EnlivenHealth’s suite of industry-leading SaaS-based solutions is expected to create a comprehensive offering that will help pharmacies and health plans to thrive while improving the lifelong health of their patients and members.
MarkeTouch Media’s longstanding pharmacy chain relationships further broaden EnlivenHealth’s national pharmacy network, enabling health plan partners to measurably improve their members’ medication adherence and overall health outcomes, while driving plan performance and profitability.
“Advanced, personalized communications, driven through SaaS-based solutions, play a critical role in enabling retail pharmacies and health plans to measurably improve patient health outcomes and retention while driving profitability,” said Randall Lipps, chairman, president, CEO, and founder of Omnicell. “The addition of MarkeTouch Media is intended to further strengthen Omnicell’s Advanced Services portfolio and extend our leadership position as a trusted technology partner for all sectors of pharmacy and associated healthcare stakeholders.”
“We are thrilled to be joining with one of the most respected and innovative medication management technology leaders in the industry,” said Charles Russo, chief executive officer of MarkeTouch Media. “The combination of our mobile and web-based capabilities and patient engagement solutions with EnlivenHealth’s broad portfolio of digital technology solutions will create a robust offering that will help pharmacies and health plans continue to achieve better patient health outcomes and business results.”
For more information, please click here.
Transaction Highlights
Under the terms of the purchase agreement, the acquisition price was $82 million, subject to customary adjustments. The MarkeTouch Media business that is being acquired recorded approximately $14 million in total revenue (unaudited) for the 12 months ended October 31, 2021. The acquisition was completed on December 31, 2021. Omnicell used available cash on its balance sheet to finance the transaction, which is expected to be immediately accretive to Omnicell’s non-GAAP EBITDA and non-GAAP earnings per share.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the outcome of the acquisition, the expected benefits of the acquisition of the MarkeTouch Media business, including the impact of the acquisition on Omnicell’s products and services, the capabilities of the products and services of the MarkeTouch Media business, the impact of the acquisition on Omnicell’s non-GAAP EBITDA and non-GAAP earnings per share, and the potential growth and opportunities in the specialty pharmacy and pharmacy benefits management segments. Without limiting the foregoing, statements including the words “expect,” “intend,” “will,” “plan,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” and similar expressions are intended to identify forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: that the transaction may yield additional value for stockholders; difficulties encountered or delays in integrating the acquired business, including those related to technologies, personnel and operations; costs related to the acquisition; market acceptance of the acquisition, and resulting products and services; Omnicell’s inability to realize value from its significant investments in its business, including product and service innovations; the effect of the acquisition on Omnicell’s business relationships, operating results and business generally; disruption of current plans and operations, including potential disruptions with respect to Omnicell’s employees, vendors, clients and customers, as well as management diversion or potential litigation; and general market, political, economic and business conditions, including the ongoing COVID-19 pandemic (including new variants of the virus), and other industry or economic conditions outside of Omnicell’s control.
Additional information on potential factors that could affect Omnicell’s financial results is included in Part I, Item 1A, “Risk Factors” in Omnicell’s Annual Report on Form 10-K for the period ended December 31, 2020, as updated in Omnicell’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, each of which is on file with the U.S. Securities and Exchange Commission (“SEC”), and in Omnicell’s other reports filed with or furnished to the SEC, as available at
www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date of this press release. Omnicell does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
Advisors
Sidley Austin LLP served as legal counsel to Omnicell. Fortitude Advisors served as lead investment banking advisor to MarkeTouch Media, with Arma Partners serving as co-advisor. Winstead PC acted as legal counsel to MarkeTouch Media.
About MarkeTouch Media
Founded in 2002, MarkeTouch Media, is the preeminent provider of pharmacy prescription management and patient engagement solutions which significantly improve medication adherence and health outcomes for patients, while increasing revenue, profitability, efficiency, and customer loyalty for pharmacies. The Company’s unique approach to communications technology and its patented client interface allows patients to choose how they wish to communicate (via mobile app, email, text or voice), delivering an unparalleled automated and personalized patient engagement experience. MarkeTouch’s comprehensive multi-channel patient communication solutions are developed, hosted and managed 100% in-house – and the Company manages over 300 million annual communications, on behalf of pharmacies with over 9,000 locations across North America. MarkeTouch’s solutions include outbound notifications, MedSync, Mobile/Web, clinical scheduling, hosted IVR and specialty pharmacy solutions.
About Omnicell
Since 1992, Omnicell has been committed to transforming the pharmacy care delivery model to dramatically improve outcomes and lower costs. Through the vision of the autonomous pharmacy, a combination of automation, intelligence, and technology-enabled services, powered by a cloud data platform, Omnicell supports more efficient ways to manage medications across all care settings. Over 7,000 facilities worldwide use Omnicell automation and analytics solutions to help increase operational efficiency, reduce medication errors, deliver actionable intelligence, and improve patient safety. More than 60,000 institutional and retail pharmacies across North America and the United Kingdom leverage Omnicell's innovative medication adherence and population health solutions to improve patient engagement and adherence to prescriptions, helping to reduce costly hospital readmissions. To learn more, visit www.omnicell.com.
OMNICELL is a registered trademark and the Omnicell logo and EnlivenHealth are trademarks of Omnicell, Inc. or one of its subsidiaries.
1 https://www.jmcp.org/doi/pdf/10.18553/jmcp.2020.26.4.550#:~:text=The%20meta%2Danalysis%20showed%20that,low%20quality%20of%20GRADE%20evidence.
omnicell-marketouchxmedi
MarkeTouch Media January 4, 2022
Safe Harbor Statement 2© 2022 Omnicell, Inc. Content is confidential and proprietary. This presentation contains forward-looking statements that involve risks and uncertainties, including statements regarding the outcome of the acquisition, the expected benefits of the acquisition of the MarkeTouch Media business, including the impact of the acquisition on Omnicell’s products and services, the capabilities of the products and services of the MarkeTouch Media business, the impact of the acquisition on Omnicell’s non-GAAP EBITDA and non-GAAP earnings per share and the potential growth and opportunities in the specialty pharmacy and pharmacy benefits management segments. There are a significant number of factors that could cause actual results to differ materially from statements made in this presentation, including: that the transaction may yield additional value for stockholders; difficulties encountered or delays in integrating the acquired business, including those related to technologies, personnel and operations; costs related to the acquisition; market acceptance of the acquisition and resulting products and services; Omnicell’s inability to realize value from its significant investments in its business, including product and service innovations; the effect of the acquisition on Omnicell’s business relationships, operating results and business generally; disruption of current plans and operations, including potential disruptions with respect to Omnicell’s employees, vendors, clients and customers, as well as management diversion or potential litigation; and general market, political, economic and business conditions, including the ongoing COVID-19 pandemic (including new variants of the virus), and other industry or economic conditions outside of Omnicell’s control. Additional information on potential factors that could affect Omnicell’s financial results is included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, each of which is on file with the U.S. Securities and Exchange Commission (“SEC”), and Omnicell’s other reports filed with or furnished to the SEC, as available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this presentation speak only as of the date of this presentation. Omnicell does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
Compelling Strategic Benefits 3© 2022 Omnicell, Inc. Content is confidential and proprietary. Assists health systems in providing specialty pharmacy services to patients, designed to improve continuity of care and patient outcomes Brings mobile and web-based solutions to the EnlivenHealth platform High-Growth, Tech-Enabled Services Recurring Revenue Business The acquisition is expected to be immediately accretive to Omnicell’s non-GAAP EBITDA and non-GAAP EPS Anticipated new customer acquisitions across core market segments Expected to expand the pharmacy network to bring increased value to payers and pharma Accelerates the EnlivenHealth™ digital roadmap, providing a potentially valuable solution in the critical specialty pharmacy space and for Pharmacy Benefit Managers (PBMs)
MarkeTouch Media Business at a Glance 4© 2022 Omnicell, Inc. Content is confidential and proprietary. We believe MarkeTouch Media has a compelling offering for patient engagement, clinical support and pharmacy workflow management designed to accelerate the transformation of both the practice and business of pharmacy. Mobile Apps C OMPANY PROFILE Services include mobile apps, IVR, messaging, web-based scheduling clinical solutions and clinical outreach. Headquartered in Houston, Texas. MarkeTouch Media provides pharmacy prescription management and patient engagement solutions. Messaging Web-Based scheduling Hosted IVR Allows patients to initiate, review and manage prescriptions from their smartphone Offered as “white label” solutions to pharmacies Enables pharmacies to deliver operational and clinical messaging to patients in their preferred channel Intended to help drive adherence and patient retention Will be combined with EnlivenHealth’s industry- leading CareScheduler app Combined app automates scheduling, engagement and reporting Inbound messaging app allows patients to check prescription status without interrupting the pharmacy workflow Should provide more convenience for patients, while saving time for pharmacists
MarkeTouch Media Accelerates EnlivenHealth’s Digital Roadmap and Expands Industry Footprint 5© 2022 Omnicell, Inc. Content is confidential and proprietary. Enables us to offer one of the industry’s most comprehensive suites of SaaS technology solutions that are designed to help retail pharmacies and health plans to grow and thrive in the new era of digital-driven healthcare. Adds mobile and web-based solutions and is expected to help EnlivenHealth capitalize on new market opportunities such as specialty pharmacy and pharmacy benefits managers. ® +
Transaction Overview 6© 2022 Omnicell, Inc. Content is confidential and proprietary. $82 million in cash, subject to customary adjustments Cash on hand Transaction Consideration Earnings Impact and Returns Sources of Financing Anticipated high growth SaaS services business with recurring revenue Expected to be immediately accretive to non-GAAP EBITDA and non-GAAP earnings per share Closing Timetable Transaction closed simultaneously with the signing of the definitive agreement on December 31, 2021.
