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Omnicare to Acquire CompScript

CINCINNATI, and BOCA RATON, Fla., Feb. 23 /PRNewswire/ -- Omnicare, Inc. (NYSE: OCR) and CompScript, Inc. (Nasdaq: CPRX) today announced the execution of a definitive merger agreement pursuant to which Omnicare will acquire CompScript through the merger of a wholly owned subsidiary of Omnicare with CompScript. In the merger, each outstanding CompScript common share will be converted into $4.50 market value of Omnicare common shares, subject to the terms of the merger agreement. Omnicare expects to issue approximately $63.3 million in Omnicare stock. In addition, CompScript has approximately $7.5 million in debt. The transaction is structured as a pooling of interests and a tax-free reorganization. Given the anticipated economies of scale and cost synergies, the merger, excluding transaction-related costs, is expected to be accretive to Omnicare's diluted earnings per share in 1998.

CompScript is a Boca Raton, Florida-based provider of comprehensive pharmacy management, infusion therapy and related consulting services to the long-term care, alternate care and managed care markets. CompScript serves approximately 20,000 residents in 137 long-term care facilities in five states. CompScript operates seven pharmacy locations in the states of Florida, Ohio, Louisiana, Alabama and Mississippi. In addition, CompScript offers a prescription mail service program for patients with chronic health problems requiring extended therapy on a long-term basis. CompScript's annualized revenues are approximately $52.0 million.

The transaction, which has been approved by the Boards of Directors of both Omnicare and CompScript, is subject to the approval of CompScript's shareholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act, and certain other terms and conditions. In connection with this transaction, CompScript has granted Omnicare an option to purchase up to 19.9% of CompScript's common shares, exercisable upon the occurrence of certain circumstances specified in the agreement. It is anticipated that the transaction will be completed by the end of the third quarter of 1998.

With the completion of the acquisition Omnicare will provide institutional pharmacy and related services to approximately 465,100 residents in nearly 5,700 long-term care, assisted living and other institutional healthcare facilities. Based on revenues for the quarter ended December 31, 1997, Omnicare's annualized revenues, following the transaction, will be approximately $1.2 billion.

"We are enthusiastic about the acquisition of CompScript. Together, our resources, clinical programs and pharmacy management expertise will create dynamic growth opportunities for both organizations," said Joel F. Gemunder, Omnicare president.

"One of our larger acquisitions, CompScript will significantly expand Omnicare's core institutional pharmacy business and strengthen our foothold in the southeastern markets. By leveraging our existing market position in five key states, the merger will create economies of scale that will allow both our organizations to operate more efficiently," he said.

"Brian Kahan has built a strong group of entrepreneurial pharmacy operations well-respected for high quality and innovative pharmacy services. We believe our organizations share a common vision for the future of institutional pharmacy and we look forward to bringing Omnicare's broad array of clinical programs, including the Omnicare Geriatric Pharmaceutical Care Guidelines(R) and our disease management programs, to CompScript's clients. Together, we can provide the basis for clinical excellence and outstanding geriatric pharmaceutical care in a cost efficient manner," Mr. Gemunder added.

"We are excited about the future of a merger of CompScript and Omnicare. Aligning ourselves with the industry leader -- clinically, technically and financially -- positions our company strategically to meet the challenges and to capitalize upon the opportunities of a changing healthcare environment," said Brian Kahan, chairman, chief executive officer and president of CompScript.

"We are very proud of the accomplishments of our core group of pharmacy operations, each successful in their markets, and the integrated pharmacy services we have developed. We now believe that it is time to take the next step in our development and join forces with an organization that can provide the resources and operating efficiencies to expand our growth potential. This, along with Omnicare's impressive array of advanced clinical programs and creative strategies for leveraging its business into new, exciting areas, such as clinical research, will create even greater value for our customers and numerous growth opportunities for our employees," Kahan added. "Moreover, this merger represents substantially enhanced value for our shareholders."

Omnicare is a leading geriatric pharmaceutical care company. Currently serving over 445,100 residents in over 5,500 long-term care facilities in 37 states, Omnicare is the nation's largest provider of professional pharmacy related consulting and data management services for long-term care, assisted living and other institutional health care facilities. Omnicare also provides comprehensive clinical research services for the pharmaceutical and biotechnology industries.

(Statements in this press release concerning Omnicare's and CompScript's business outlook or future economic performances, anticipated profitability, revenues, expenses or other financial items, anticipated cost synergies, economies of scale and product or service line growth, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgement of Omnicare and CompScript based on currently available information. Such forward-looking statements involve risks, uncertainties and other factors that could cause results to differ materially from those stated. These include trends for the continued growth of the pharmacy businesses of Omnicare and CompScript, the realization of anticipated revenues, profitability and cost synergies of the combined companies, and other risks and uncertainties described in Omnicare's and CompScript's reports and filings with the Securities and Exchange Commission. There can be no assurance that such factors will not affect the accuracy of such forward-looking statements, and neither Omnicare nor CompScript assumes any obligation to update the information in this release.)

SOURCE Omnicare, Inc.
Company News On-Call: http: // or fax, 800-758-5804, ext. 136781
CONTACT: Cheryl D. Hodges of Omnicare, 513-762-6967; or Brian A. Kahan of CompScript, Inc., 561-994-8585

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