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): July 26, 2021
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 July 26, 2021, Omnicell, Inc. (the “Company”) issued a press release and an investor presentation announcing the Company’s acquisition of RxInnovation Inc., a Delaware corporation, operating as FDS Amplicare. 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
| Number | Description of Document |
|---|---|
| 99.1 | Press release entitled “Omnicell to Acquire FDS Amplicare” dated July 26, 2021 |
| 99.2 | Investor presentation entitled “Acquisition of FDS Amplicare Expands Omnicell’s EnlivenHealth Solutions Platform” dated July 26, 2021 |
| 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: July 26, 2021 | /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 | Betsy Martinelli |
|---|---|
| Omnicell, Inc. | Omnicell, Inc. |
| (650) 435-3318 | (724) 741-8341 |
| kathleen.nemeth@omnicell.com | betsy.martinelli@omnicell.com |
Omnicell to Acquire FDS Amplicare
Strategic acquisition of leading pharmacy SaaS solutions provider supports the Autonomous Pharmacy vision and expands Omnicell’s Advanced Services portfolio
Accelerates innovation roadmap for EnlivenHealth division with addition of SaaS solutions
Mountain View, Calif.,-- July 26, 2021 — Omnicell, Inc. (NASDAQ:OMCL), a leading provider of medication management solutions and adherence tools for health systems and pharmacies, today announced it has entered into a definitive agreement with pharmacy software solutions provider FDS Amplicare to acquire its business for total aggregate cash consideration of $177 million, subject to customary adjustments. The acquisition will add a comprehensive and differentiated suite of financial management, analytics, and population health solutions to Omnicell’s EnlivenHealthTM division, broadening offerings that we believe will help pharmacies to measurably improve patient health outcomes while enabling new clinical services and expanding growth and profitability opportunities.
The COVID-19 pandemic accelerated major healthcare trends such as digitizing care delivery (e.g., telehealth technologies) and shifting the point of care to a broader range of settings, including innovative hospital-at-home programs and, increasingly, local pharmacies. The FDS Amplicare acquisition is expected to enable Omnicell and its EnlivenHealth division to lead these trends by offering a wider array of proven digital technologies, SaaS solutions, and tech-enabled services that empower pharmacists to practice at the top of their license. The intended result is that pharmacists can spend more quality time with patients, providing value-added, revenue-generating healthcare services such as vaccinations, point-of-care testing, and medication therapy management (MTM) counseling.
“We are thrilled to be joining together two innovative technology leaders whose shared mission is to transform both the practice and business of retail pharmacy,” said Randall Lipps, chairman, president, CEO, and founder of Omnicell. “We believe the combination of EnlivenHealth’s leading patient engagement and communications solutions with FDS Amplicare’s financial management,
analytics, and population health solutions, strengthens our Advanced Services portfolio, and is another step to deliver solutions that support the long-term vision and opportunity of the fully autonomous pharmacy.”
"The COVID-19 pandemic has accelerated the transformation to the New Era Pharmacy,” said Adam McMullin, chief executive officer, FDS Amplicare. “Pharmacies are responding to the growing demand for accessible, trusted community healthcare by stepping up their offering of high value clinical services such as vaccinations and point-of-care testing. As we looked at the best way to enable pharmacy and serve our customers, joining together with Omnicell’s EnlivenHealth division was clearly the best path to provide more innovative and comprehensive solutions designed to enhance the success of retail pharmacy today and into the future."
Compelling Strategic Benefits
Differentiated Portfolio of Solutions: The FDS Amplicare acquisition provides differentiated financial management, analytics, and population health solutions that complement EnlivenHealth’s widely deployed patient and member engagement and communications solutions that measurably improve medication adherence and health outcomes, while driving pharmacy and health plan business results. The acquisition is expected to expand EnlivenHealth’s offering to include the following SaaS solutions:
•Financial Management Solutions
◦Reconciliation of third-party collections and remittances for prescription claims
◦Medical claims processing
◦Collection and distribution of payments to pharmacies
•Analytics Solutions
◦Monitoring of pharmacy profitability and store performance
◦Tracking patient adherence
◦Measuring payer performance
•Clinical and Population Health Solutions
◦Medicare Part D comparison tool to help patients choose the right plan
◦Medication synchronization
◦High value care interventions, including vaccine management
◦Automated phone and text campaigns to drive patient engagement
Extends the Autonomous Pharmacy Vision: The combination of EnlivenHealth and FDS Amplicare clearly exemplifies Omnicell’s commitment to deliver the hardware, software, and services to support the Autonomous Pharmacy vision, while advancing the evolution of the pharmacy care delivery model.
Complementary to Existing Population Health Solutions: EnlivenHealth has a growing business providing technology solutions that enable retail pharmacies and their health plan partners to measurably improve medication adherence, increase quality measures, and drive business results.
FDS Amplicare’s innovative population health management solutions are expected to help to accelerate the combined entity’s growth in the health plan market, which continues to grow rapidly due to major economic and demographic trends such as the aging population.
Accelerates EnlivenHealth’s DIR Roadmap
The addition of FDS Amplicare’s solutions is expected to strengthen EnlivenHealth’s offerings to give pharmacies the tools and intelligence they need to manage, forecast, and mitigate Direct & Indirect Remuneration (DIR) fees. Pharmacy DIR fees hit a record $9 billion in 2019, 18 percent of total Medicare Part D rebates.1 These fees have become one of the biggest financial burdens for the pharmacy industry, especially for smaller, independent pharmacies.
“FDS Amplicare adds strong new capabilities to our EnlivenHealth portfolio intended to drive clinical, workflow, and financial growth opportunities for our growing base of pharmacy partners,” said Danny Sanchez, vice president and general manager of EnlivenHealth. “The addition of FDS Amplicare’s nationwide network of independent retail pharmacies significantly expands EnlivenHealth’s broad industry footprint centered on leading pharmacy chains. Equally important, this combination is expected to strengthen our offering of advanced digital technology solutions, empowering pharmacies and their health plan partners to ensure the lifelong optimal health of their patients and members, while maximizing business results.”
For more information, please click here.
Transaction Highlights
Under the terms of the agreement, the security holders of FDS Amplicare will receive total aggregate cash consideration of $177 million, subject to customary adjustments, at closing as provided for in the agreement and plan of merger. The transaction, which is expected to close in the second half of 2021 is subject to Hart-Scott-Rodino clearance and the satisfaction of other customary closing conditions. The FDS Amplicare business that is being acquired recorded approximately $29 million of total revenue (unaudited) for the 12 months ended June 30, 2021.
Omnicell will use cash available on its balance sheet to fund the transaction. Upon closing, the transaction 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 timing of the consummation of the acquisition, the expected benefits of the acquisition of the FDS Amplicare business, including on Omnicell’s non-GAAP EBITDA and non-GAAP earnings per share, the impact of the acquisition on Omnicell’s products and services and the capabilities of the products and services of the FDS Amplicare business. 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 release, including: difficulties encountered in closing and integrating the acquired business, including regulatory review, 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; and general market, political, economic and business conditions, including the ongoing COVID-19 pandemic, 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 year ended December 31, 2020, as updated in Omnicell’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, both of which are on file with the U.S. Securities and Exchange Commission (“SEC”), and in Omnicell’s other filings with the SEC. 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
Evercore served as financial advisor and provided a fairness opinion to Omnicell and Sidley Austin LLP served as legal counsel to Omnicell. Baird served as financial advisor to FDS Amplicare, and Willkie Farr & Gallagher served as legal counsel to FDS Amplicare.
About FDS Amplicare
FDS Amplicare strengthens the health of pharmacies and their patients. We empower community pharmacies to build the clinically focused New Era Pharmacy, enabling their business to thrive now and successfully transition to a community and population health provider through data insights, purpose-built technology solutions, and clinical services enablement. Read more about FDS Amplicare at www.fdsrx.com and www.amplicare.com.
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 50,000 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, the Omnicell logo and EnlivenHealth are registered trademarks or trademarks of Omnicell, Inc. or one of its subsidiaries.
omnicellfdsamplicarefina
Acquisition of FDS Amplicare Expands Omnicell’s EnlivenHealth Solutions Platform July 26, 2021
Safe Harbor Statement 2 This presentation contains forward-looking statements that involve risks and uncertainties, including statements regarding the timing of the consummation of the acquisition, the expected benefits of the acquisition of the FDS Amplicare business, including on Omnicell’s non-GAAP earnings per share, the impact of the acquisition on Omnicell’s products and services and the capabilities of the products and services of the Fleming business. There are a significant number of factors that could cause actual results to differ materially from statements made in this presentation, including: difficulties encountered in closing and integrating the acquired business, including regulatory review, 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; and general market, political, economic and business conditions, including the ongoing COVID-19 pandemic (and emergence of variant strains 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which is on file with the U.S. Securities and Exchange Commission and Omnicell’s other filings with the SEC. 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. © 2021 Omnicell, Inc. Content is confidential and proprietary
Compelling Strategic Benefits 3 • Advanced digital solutions, data analytics tools and automation capabilities optimize retail pharmacy workflows • Frees up pharmacists to practice at the top of their license, provide high value, revenue-generating services • The acquisition is expected to be accretive to Omnicell non-GAAP EBITDA and non- GAAP EPS Extension of Autonomous Pharmacy Vision Strengthens EnlivenHealth’s Advanced Digital Technology Solutions for Retail Pharmacies and Health Plans High Growth, SaaS, Recurring Service Revenue Business © 2021 Omnicell, Inc. Content is confidential and proprietary. • Proven financial, analytics and population health solutions complement EnlivenHealth’s patient engagement offering • Supports pharmacy growth and profitability, expansion and billing of new clinical services
© 2021 Omnicell, Inc. Content is confidential and proprietary. 4 FDS Amplicare Business at a Glance Company Profile Based in Ft. Worth, TX. Provides SaaS solutions to help retail pharmacies grow profitably through proven financial, analytics and population health solutions Network of 15,000+ pharmacies with strong, consistent revenue growth and established channel partnerships; further expands hospital outpatient pharmacy market for EnlivenHealth™ SaaS Solutions TAM expansion opportunity Improves pharmacy cash flow and profitability by monitoring and reconciling third-party collections and remittances for all Rx claims. Efficiently manages collection and distribution of payments to pharmacies. Medical billing capabilities are key to expanding pharmacy’s role in healthcare. Delivers critical insights for pharmacies to better understand profitability, patient adherence and payer performance. Helps pharmacies drive growth by prioritizing and acting on profitability opportunities. Drives patient retention and increases quality scores by strengthening adherence. Innovative Medicare plan comparison tool with established patient enrollment portal. Improves patient engagement and retention while boosting profitability. Provides in-workflow alerting in the Pharmacy Management System (PMS) to ensure appropriate, timely and completed clinical interventions. Automation drives measurable efficiencies for pharmacies. Enables in-workflow alerts for EnlivenHealth solutions, including for health plan programs. Financial Platform Advanced Analytics In-Workflow Integration Medicare Plan Reviews
Transformation of Pharmacy The COVID-19 pandemic accelerated major trends such as the digitization of care delivery and the growing role of retail pharmacy as an essential destination for trusted, accessible healthcare services. With this acquisition, Omnicell and its EnlivenHealth™ division are even better positioned to lead these major healthcare trends. © 2021 Omnicell, Inc. Content is confidential and proprietary. 5 Macro Trends Primary care provider shortages yield innovative quality and practice models Pharmacies provide the broadest access as a trusted, lower cost site of care System weaknesses shown by COVID-19 and limited access to care Increased consumerization of healthcare
Directly Strengthens Key Autonomous Pharmacy Pillars Safety Efficiency ComplianceFinancial People Automated workflow and optimized processes free up pharmacists to spend more time keeping patients healthy, happy and safe Automates manual, repetitive pharmacy tasks, saving pharmacists’ time Enables compliant medical billing capabilities for enhanced pharmacy care Improves cash flow, visibility and profitability and enables billing of new high value clinical services Advances our mission to empower pharmacists to practice at the top of their license © 2021 Omnicell, Inc. Content is confidential and proprietary. 6 FDS Amplicare
Transaction Overview 7 $177 million in cash, subject to customary adjustments Cash on hand Transaction Consideration Earnings Impact and Returns Sources of Financing High growth SaaS revenue business with attractive return profile Expected to be immediately accretive upon closing to Non-GAAP EBITDA and Non-GAAP EPS Expected Closing Timetable Transaction expected to close in second half of 2021, subject to regulatory approvals and customary closing conditions © 2021 Omnicell, Inc. Content is confidential and proprietary.
