Acquisition Advances Specialty Leadership
Adjusted Diluted EPS Guidance Range Raised to
$15.15 to $15.45 for Fiscal 2025
Cencora, Inc. (NYSE: COR) today announced the completion of its
previously announced acquisition of Retina Consultants of America
(“RCA”), a leading management services organization (MSO) of retina
specialists.
Cencora has acquired an interest in RCA of approximately 85%,
with certain RCA physicians and members of the management team
retaining a minority equity interest in the company. After giving
effect to the equity rollover, a cash capitalization of RCA that
Cencora has made, the payment of transaction fees and expenses and
the repayment of debt, Cencora’s cash outlay at closing was $4.4
billion, which amount is subject to a customary post-closing
purchase price adjustment. The acquisition allows Cencora to build
on its leadership in specialty, expand its MSO solutions and drive
differentiated value for stakeholders, including physicians and
patients.
Fiscal Year 2025
Expectations
The Company does not provide forward-looking guidance on a GAAP
basis as certain financial information, the probable significance
of which cannot be determined, is not available or cannot be
reasonably estimated.
Fiscal Year 2025 Expectations on an
Adjusted (non-GAAP) Basis
Cencora has updated its fiscal year 2025 financial guidance to
reflect the expected contribution from the closing of the RCA
acquisition and also continued momentum in the U.S. Healthcare
Solutions reportable segment. The Company now expects adjusted
diluted earnings per share (EPS) to be in the range of $15.15 to
$15.45, raised from the previous range of $14.80 to $15.10.
Please refer to the Supplemental Information Regarding Non-GAAP
Financial Measures below.
About Cencora
Cencora is a leading global pharmaceutical solutions
organization centered on improving the lives of people and animals
around the world. Cencora partners with pharmaceutical innovators
across the value chain to facilitate and optimize market access to
therapies. Care providers depend on Cencora for the secure,
reliable delivery of pharmaceuticals, healthcare products, and
solutions. Cencora’s 46,000+ worldwide team members contribute to
positive health outcomes through the power of Cencora’s purpose:
Cencora is united in its responsibility to create healthier
futures. Cencora is ranked #10 on the Fortune 500 and #18 on the
Global Fortune 500 with more than $290 billion in annual revenue.
Learn more at investor.cencora.com.
Cencora’s Cautionary Note Regarding
Forward-Looking Statements
Certain of the statements contained in this press release 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”). Such forward-looking statements may include,
without limitation, statements about the transaction with RCA, the
benefits of the transaction, future opportunities for Cencora and
RCA and any other statements regarding Cencora’s or RCA’s future
operations, financial or operating results, anticipated business
levels, future earnings, planned activities, anticipated growth,
market opportunities, strategies, and other expectations for future
periods. 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. Because forward-looking statements inherently
involve risks and uncertainties, actual future results may differ
materially from those expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to: inherent uncertainties
involved in the estimates and judgments used in the preparation of
financial statements and the providing of estimates of financial
measures, in accordance with GAAP and related standards, or on an
adjusted basis; Cencora’s or RCA’s failure to achieve expected or
targeted future financial and operating performance and results;
the possibility that Cencora may be unable to achieve expected
benefits, synergies and operating efficiencies in connection with
the transaction within the expected time frames or at all; business
disruption being greater than expected following the transaction;
the recruiting and retention of key physicians and employees being
more difficult following the transaction; the effect of any changes
in customer and supplier relationships and customer purchasing
patterns; the impacts of competition; changes in the economic and
financial conditions of the business of Cencora or RCA; Cencora's
de-leveraging plans and the ability of Cencora to maintain its
investment grade rating; and uncertainties and matters beyond the
control of management and other factors described under “Risk
Factors” in Cencora’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and other filings with the SEC. You can access
Cencora’s filings with the SEC through the SEC website at
www.sec.gov or through Cencora’s website, and Cencora strongly
encourages you to do so. Except as required by applicable law,
Cencora undertakes no obligation to update any statements herein
for revisions or changes after the date of this communication.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities of Cencora. Any such
offer will only be made pursuant to a prospectus filed with the SEC
or pursuant to one or more exemptions from the registration
requirements of the Securities Act of 1933, as amended.
Supplemental Information
Regarding Non-GAAP Financial Measure
To supplement the financial measures prepared in accordance with
U.S. generally accepted accounting principles (GAAP), Cencora uses
the non-GAAP financial measure described below. The non-GAAP
financial measure should be viewed in addition to, and not in lieu
of, financial measures calculated in accordance with GAAP. This
supplemental measure may vary from, and may not be comparable to,
similarly titled measures by other companies.
The non-GAAP financial measure is presented because Cencora’s
management uses non-GAAP financial measures to evaluate Cencora’s
operating performance, to perform financial planning, and to
determine incentive compensation. Therefore, Cencora believes that
the presentation of the non-GAAP financial measure provides useful
supplementary information to, and facilitates additional analysis
by, investors.
Cencora does not provide a reconciliation for this non-GAAP
financial measure on a forward-looking basis to the most comparable
GAAP financial measure on a forward-looking basis because it is
unable to provide a meaningful or accurate calculation or
estimation of reconciling items and the information is not
available without unreasonable effort due to the uncertainty and
potential variability of reconciling items, which are dependent on
future events, are out of Cencora’s control and/or cannot be
reasonably predicted, and the probable significance of which cannot
be determined.
This press release includes adjusted diluted earnings per share
(“EPS”), which represents diluted earnings per share determined in
accordance with GAAP adjusted for specific items, including the per
share impact of: gains from antitrust litigation settlements;
Turkey highly inflationary impact; LIFO expense (credit);
acquisition-related intangibles amortization; litigation and opioid
expenses (credit); acquisition-related deal and integration
expenses; restructuring and other expenses; impairment of goodwill;
the gain on the divestiture of non-core businesses; the gain (loss)
on the currency remeasurement related to 2020 Swiss tax reform; and
the gain (loss) on the remeasurement of an equity investment, in
each case net of the tax effect calculated using the applicable
effective tax rate for those items. In addition, the per share
impact of certain discrete tax items primarily attributable to an
adjustment of a foreign valuation allowance, and the per share
impact of certain expenses related to 2020 Swiss tax reform are
also excluded from adjusted diluted earnings per share. Cencora’s
management believes that this non-GAAP financial measure is useful
to investors because it eliminates the per share impact of items
that are outside the control of Cencora or that are not considered
to be indicative of ongoing operating performance due to their
inherent unusual, non-operating, unpredictable, non-recurring, or
non-cash nature.
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version on businesswire.com: https://www.businesswire.com/news/home/20250102065485/en/
Investors: Bennett S. Murphy 610-727-3693
Bennett.Murphy@cencora.com
Media: Lauren Esposito 215-460-6981
Lauren.Esposito@cencora.com
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