Item 7.01 Regulation FD Disclosure.
On September 12, 2022, AmerisourceBergen Corporation (the “Company”) issued a
press release announcing the execution of an agreement to acquire (the
“Acquisition Agreement”) PharmaLex Holding GmbH (“PharmaLex”), a leading
provider of specialized services for the life sciences industry, from funds
advised by AUCTUS Capital Partners AG (the “Transaction”). A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 hereto, is being furnished to the Securities and Exchange
Commission 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. This information shall not be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference to such filing.
Item 8.01 Other Events.
On September 12, 2022, the Company entered into an agreement to acquire
PharmaLex for €1.28 billion in cash, subject to certain customary adjustments.
The Acquisition Agreement contains customary representations, warranties and
covenants by the parties.
Closing of the Transaction is subject to customary closing conditions, including
receipt of required regulatory approvals, and is expected to occur by March
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 99.1. News Release of AmerisourceBergen Corporation, dated September 12, 2022.
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