Walgreens Announces Successful Completion of Tender Offer for I-trax, Inc.
April 25 2008 - 8:00AM
Business Wire
Walgreens (NYSE:WAG)(NASDAQ:WAG) announced today that Putter
Acquisition Sub, Inc., its wholly owned subsidiary, has
successfully completed its tender offers for all of the outstanding
shares of common stock and preferred stock of I-trax, Inc. (AMEX:
DMX). Based on preliminary information from the depositary for the
offer, as of the expiration of the offer at 12:00 midnight, New
York City time, at the end of April 24, 2008, stockholders had
tendered and not withdrawn 40,576,068 shares, or approximately
96.3%, of I-trax�s common stock and 214,067.33 shares, or
approximately 98.6%, of I-trax�s preferred stock. In mid-March,
Walgreens announced it would acquire I-trax, parent company of CHD
Meridian Healthcare, LLC, an industry leading provider of
integrated workplace health and productivity management solutions
with clients and locations across the country. At that time,
Walgreens also announced it had signed an agreement to acquire
privately-held Whole Health Management, another leading operator of
comprehensive worksite health and wellness centers. These worksite
clinic operators, in combination with Walgreens wholly-owned
subsidiary and retail healthcare clinic operator Take Care Health
Systems, will form the platform for the new Walgreens Health &
Wellness division. Earlier this month, the U.S. Federal Trade
Commission and the Antitrust Division of the U.S. Department of
Justice granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to
Walgreens� proposed acquisition of I-trax. "We are very pleased to
have successfully completed the tender offer and to be moving
forward to extend our �Main and Main� strategy to include health
and wellness services at the worksite," said Walgreens Chairman and
CEO Jeffrey A. Rein. "The positive response we�ve received for our
new Health and Wellness division from all corners of the healthcare
and retail industries has been gratifying. We�re particularly
pleased to be hearing from employers across the country who are
excited about the prospects of working with Walgreens in new ways.�
Rein added, "The acquisition of these two market leaders truly
transforms Walgreens in the healthcare space and reinforces the
company as a trusted consumer brand in the eyes of our customer
base. We�re looking forward to working with the entrepreneurs at
both I-trax and Whole Health to grow the business and benefit from
our respective expertise and strengths. We have already started
planning our integration activities and are confident of realizing
significant additional value for our shareholders." Putter
Acquisition Sub, Inc. has accepted for payment all shares of I-trax
stock that were validly tendered and not withdrawn during the
offering period and will make payment to the depositary for the
accepted shares promptly. Following its payment for the accepted
shares, Walgreens intends to effect a merger of Putter Acquisition
Sub, Inc. into I-trax. In connection with the merger, all remaining
I-trax stockholders who did not tender their shares in the offer
(other than those, if any, properly perfecting dissenters� rights)
will receive the same price per share paid in the tender offer.
Following the merger, I-trax�s common stock will cease to be traded
on the American Stock Exchange. Walgreens Health & Wellness
division will be based in Conshohocken, Penn., and be led by Hal
Rosenbluth, co-founder of Take Care Health Systems, newly-named
president of this division and corporate vice president of
Walgreens. The combination of I-trax and Whole Health Management
will operate under the name Take Care Employer Healthcare
Solutions. About Walgreens Walgreens is the nation�s largest
drugstore chain with fiscal 2007 sales of $53.8 billion. The
company operates 6,271 stores in 49 states and Puerto Rico.
Walgreens is expanding its patient-first health care services
beyond traditional pharmacy through Walgreens Health Services, its
managed care division, and Take Care Health Systems, a wholly owned
subsidiary that manages 154 convenient care clinics at Walgreens
drugstores. Walgreens Health Services assists pharmacy patients and
prescription drug and medical plans through Walgreens Health
Initiatives Inc. (a pharmacy benefit manager), Walgreens Mail
Service Inc., Walgreens Home Care Inc. and Walgreens Specialty
Pharmacy LLC. More information about Walgreens is available at
Walgreens.com. About Take Care Health SystemsSM Take Care Health
Systems (www.takecarehealth.com), one of the largest managers of
convenient care clinics, is a wholly-owned subsidiary of Walgreens.
The Company combines best practices in health care and the
expertise and personal care of providers to deliver access to
high-quality, affordable, convenient health care to all
individuals. Take Care Health Clinics are located at select
Walgreens drugstores nationwide, where nurse practitioners and
physician assistants focus exclusively on the diagnosis and
treatment of common family illnesses, vaccinations, physicals and
screenings. Take Care Health Systems currently manages 160 Take
Care Health Clinics in 15 cities throughout 13 states, with plans
to have more than 400 clinics in operation by the end of 2008. The
Company maintains a detailed quality assurance program including
collaborating physician review to promote quality care, patient
safety and state scope of practice compliance. Patient care is
provided by Take Care Health Services, an independently owned state
professional corporation established in each market. About I-trax
I-trax (AMEX: DMX) is a leading provider of integrated workplace
health and productivity management solutions. Serving more than 160
clients at nearly 300 locations in the United States, I-trax offers
on-site health, fitness and wellness centers through its CHD
Meridian Healthcare, LLC and ProFitness Health Solutions, LLC
subsidiaries that deliver primary care, acute care corporate
health, occupational health and pharmacy care management services,
as well as fitness and wellness programming and integrated disease
management programs. CHD Meridian is focused on making the
workplace safe, helping companies achieve employer of choice
status, and reducing costs while improving the quality of care
received and the productivity of the workforce. Managing
employer-sponsored health centers for over 40 years, some of CHD
Meridian Healthcare's clients include: BMW, Coushatta Casino
Resort, Deutsche Bank, Eastman Chemical, Fieldale Farms, Horizon
Blue Cross Blue Shield of New Jersey, Lowe�s, Toyota and Unum. For
more information, visit www.chdmeridian.com. About Whole Health
Management Whole Health Management is a leading operator of on-site
and near-site employer sponsored clinics, health and wellness
centers, and pharmacies in the United States. Since 1981, Whole
Health has provided comprehensive and integrated occupational
health, preventive care, urgent and primary care, physical therapy,
fitness programs, health risk and disease management, health
coaching and behavioral health counseling to corporate employees
and their families. Whole Health clinics deliver significant
savings to corporations through lower health care costs, increased
productivity, reduced employee sick time, and decreased pharmacy
costs. Whole Health currently serves more than 300,000 employees,
and in many cases, spouses and dependents, at 69 sites, including
many large corporations and Fortune 500 companies. For more
information about Whole Health, visit www.wholehealthnet.com.
Cautionary Statements This news release may contain forward-looking
statements that involve risks and uncertainties (as such
�forward-looking� statements are defined under the U.S. Private
Securities Litigation Reform Act). The following factors, among
others, could cause results to differ materially from management
expectations as projected in such forward-looking statements: the
inability to satisfy conditions to the completion of the
transaction; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may
take longer to realize than expected; disruption from the
transaction making it more difficult to maintain relationships with
customers, employees or suppliers; social and political conditions
such as war, political unrest and terrorism or natural disasters;
and general economic conditions and normal business uncertainty and
competition and its effect on pricing, spending, third-party
relationships and revenues. These forward-looking statements speak
only as of the date of this press release, and no undertaking has
been made to update or revise them if there are changes in
expectations or if any events, conditions or circumstances on which
any such forward-looking statement is based. Investors are referred
and encouraged to read the �Cautionary Note Regarding
Forward-Looking Statements� in Walgreens most recent Form 10-K, as
amended, as well as the �Forward-Looking Statements� section of
I-trax�s Form 10-K, each of which is incorporated into this news
release by reference. Additional Information and Where to Find It
This document is for informational purposes only and is not an
offer to buy or a solicitation of an offer to sell any securities.
The solicitation and the offer to buy shares of I-trax�s common
stock and preferred stock is being made solely pursuant to a tender
offer statement on Schedule TO, including an offer to purchase and
other related materials, that Walgreens filed with the Securities
and Exchange Commission (the �SEC�) on March 28, 2008, as amended.
In addition, on March 28, 2008, I-trax filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer, which was mailed to I-trax�s
stockholders. The tender offer statement and related materials, as
amended, and the solicitation/recommendation statement, as amended,
contain important information about the tender offer and the
proposed merger, which information should be read carefully by
investors and stockholders of I-trax. Free copies of these
materials are available at the SEC�s Web site at www.sec.gov, or
with respect to Walgreens materials, at www.walgreens.com, and also
will be available, without charge, by directing requests to
Walgreens, and with respect to I-trax materials, at www.i-trax.com,
and will also be available, without charge, by directing requests
to I-trax.
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