Largest independent U.S. drug wholesaler agrees to $815 million deal

VALLEY FORGE, Pa. — AmerisourceBergen Corp. plans to acquire fellow pharmaceutical distributor H.D. Smith for $815 million in cash.

The companies said late Monday that the transaction, pending regulatory review and other closing conditions, is expected to close in early 2018.

Springfield, Ill.-based H. D. Smith, the nation’s largest independent wholesaler, also operates CompleteCare Pharmacy, Smith Medical Partners, Triplefin and Valley Wholesale Drug. However, the company said Triplefin, a pharmaceutical brand support provider, as well as the Arete Pharmacy Network, a pharmacy services administrative organization, aren’t included in the sale to AmerisourceBergen. Arete joint venture of H.D. Smith and American Associated Pharmacies.

“The acquisition of H. D. Smith, a best-in-class private distributor with facilities across the country and a diversified customer base, strengthens our core business and expands and enhances our strategic scale in U.S. pharmaceutical distribution,” Steven Collis, chairman, president and chief executive officer of AmerisourceBergen, said in a statement.

“This acquisition also builds upon our foundation and meaningfully expands our support for independent community pharmacies,” according to Collis. “We remain committed to building our business to meet the evolving needs of our customers, driving long-term value for the health care system and delivering compelling returns for our shareholders. Importantly, we are united in our responsibility to create healthier futures.”

H.D. Smith’s Dale Smith and president and CEO Chris Smith.

With 10 distribution centers nationwide, H.D. Smith provides full-line distribution of branded, generic and specialty drugs, as well as related services and solutions for manufacturers and health care providers. Its customers include retail pharmacies, specialty pharmacies, long-term care facilities, institutional / hospital systems and independent physicians and clinics.

“Our ultimate priority and commitment has been, and continues to be, the needs of our customers and trading partners,” stated Dale Smith, chairman and CEO of H.D. Smith Holding Co. “Working toward a common goal, H. D. Smith associates have been committed to providing the best customer experience with a focus on honesty and integrity. We remain proud of our contributions to improve health care across the country, and we are honored to have supported the success of community health care providers and our manufacturer partners. We believe AmerisourceBergen will continue the strong foundation set by my father. In joining AmerisourceBergen, we are confident our mission will continue and remain a point of pride for the H.D. Smith family and its enduring legacy.”

Robert Mauch, group president of pharmaceutical distribution and strategic global sourcing at AmerisourceBergen, noted that the addition of H.D. Smith will bolster its services for independent pharmacies. AmerisourceBergen runs the Good Neighbor Pharmacy independent pharmacy network.

“The established legacy of H. D. Smith in serving community pharmacies is strongly aligned with and complements the services AmerisourceBergen provides through Good Neighbor Pharmacy and Elevate Provider Network,” Mauch commented. “Together, we will continue to offer the differentiated support independent community pharmacies need to thrive in an evolving health care marketplace. We welcome the opportunity to provide valuable solutions, along with our industry-leading customer experience, to all of these health care providers.”

AmerisourceBergen said it aims to fund the acquisition via the issuance of new long-term debt, and the acquisition is expected to be slightly accretive to adjusted diluted earnings per share in fiscal year 2018, achieving full run-rate synergies in fiscal 2020.