“Consistent with our fiduciary duties, the PharMerica Board has taken this action to ensure that stockholders receive fair treatment and protection should there be a coercive or opportunistic takeover attempt of PharMerica and to provide stockholders with adequate time to properly assess any potential bids without undue pressure,” said Gregory S. Weishar, PharMerica Chief Executive Officer. “In this regard, the PharMerica Board has received and rejected an unsolicited conditional proposal from Omnicare, determining that the proposal undervalues PharMerica and is not in the best interest of PharMerica or its stockholders.”

Under the terms of the Rights Plan, the rights will be exercisable if a person or group, without Board approval, acquires 15% or more of PharMerica’s common stock or announces a tender offer which results in the ownership of 15% or more of PharMerica’s common stock. If the rights become exercisable and a person or group acquires 15% or more of PharMerica's common stock , each right held by a person, other than the person triggering the rights, will entitle the holder to purchase shares of common stock having a market value of two times the exercise price of the right, which is $45.

The rights will trade with PharMerica’s common stock, unless and until they are separated upon the occurrence of certain future events. The PharMerica Board may terminate the Rights Plan or redeem the rights prior to the time the rights are triggered. The rights will expire on August 25, 2021 unless the rights are earlier redeemed or exchanged by the Company. In addition, the rights will expire immediately after the 2012 annual meeting of stockholders if the stockholders do not approve the Rights Plan at the meeting.

The Board of PharMerica has deferred the triggering of rights under Section 3(a)(ii) the Rights Plan, which otherwise would be triggered due to the recent announcements and actions of Omnicare, until such time, if ever, that the Board determines to eliminate such deferral.

Further details of the Rights Plan will be included in a Form 8-K to be filed with the Securities and Exchange Commission.

Deutsche Bank Securities Inc. is acting as financial advisor and Holland & Knight LLP is acting as legal advisor to PharMerica.

About PharMerica

PharMerica Corporation is a leading institutional pharmacy services company servicing healthcare facilities in the United States. PharMerica operates institutional pharmacies in 44 states. PharMerica’s customers are institutional healthcare providers, such as nursing centers, assisted living facilities, hospitals and other long-term care providers. The Company also provides pharmacy management services to long-term care hospitals.

source:PharMerica Corporation