SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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PROVANTAGE HEALTH SERVICES, INC.
(Name of Subject Company)
PROVANTAGE HEALTH SERVICES, INC.
(Names of Person(s) Filing Statement)
Common Stock, $.01 par value per share
(Title of Class of Securities)
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743725 10 3
(CUSIP Number of Class of Securities)
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Jeffrey A. Jones
President and Chief Executive Officer
ProVantage Health Services, Inc.
N19 W24130 Riverwood Drive
Waukesha, Wisconsin 53188
(262) 312-3000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
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With copies to:
Jay O. Rothman
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
Merck-Medco
Media Contact: Investor Contact:
John Bloomfield 201/269-6400 Laura Jordan 908/423-5185
ProVantage:
Media and Investors: Jeffrey Jones 262/312-3759
Merck-Medco Agrees to Acquire ProVantage
Wisconsin-based Pharmacy Benefit Manager
has strong focus on mid-sized plan sponsors
FRANKLIN LAKES, N.J., and WAUKESHA, Wis., May 4, 2000 -- Merck-Medco
Managed Care, L.L.C., the pharmaceutical benefit services subsidiary of Merck &
Co., Inc. (NYSE: MRK), and ProVantage Health Services, Inc. (NYSE: PHS), a
health-care benefits management and health information company, today announced
that they have entered into a definitive agreement under which Merck, on behalf
of Merck-Medco, will acquire ProVantage for $12.25 per share in cash or a total
acquisition price of approximately $222 million. ProVantage will become part of
Merck-Medco.
Merck expects to commence a tender offer for all outstanding shares of
ProVantage by May 10. ShopKo has agreed to support the transaction and tender
its shares into Merck's offer. Under the terms of the proposed transaction,
ProVantage's parent company, ShopKo Stores Inc. (NYSE: SKO), has granted Merck
an option to acquire approximately 65% of ProVantage's common shares.
In addition to providing advanced medical information services,
ProVantage manages prescription drug benefits for about 5 million covered lives.
ProVantage has a strong focus on providing pharmaceutical benefits management
services to many large and mid-sized plan sponsors and third-party
administrators. Third-party administrators market comprehensive health and
pharmacy services to smaller plan sponsors. The acquisition complements
Merck-Medco's commitment to this market segment as demonstrated through its
investment in Systemed, its subsidiary that serves a similar market segment.
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"We believe there is great potential in this market and we have been
focusing on its development since 1996 with the acquisition of Systemed Pharmacy
Inc., then a publicly held Midwestern-based PBM," said Merck-Medco President
Richard T. Clark. "The depth and experience of ProVantage's management team and
employees, combined with the company's favorable reputation for customer
service, innovative systems support and extensive knowledge of this market
segment all complement Merck-Medco's existing strengths as the prescription
drug-care industry leader."
"ProVantage was founded to bring mid-sized organizations technical
know-how and health care information tailored to their particular needs," said
Jeffrey A. Jones, ProVantage president and CEO. "That mission will be enhanced
by Merck-Medco's acquisition of ProVantage. We will continue to serve our
present clients and seek to build new relationships based on our tradition of
trust and superior service, and we will benefit from significant additional
resources."
"Now with ProVantage we believe we can combine our strengths to bring
enhanced service to customers in this important market segment as well as this
geographic region," added Mr. Clark.
Upon closing of the agreement, ProVantage employees will become
Merck-Medco employees. For the foreseeable future, ProVantage will retain its
name, management team and operational structure.
The acquisition is subject to clearance under the Hart-Scott-Rodino
Antitrust Improvements Act as well as other customary conditions. The two
companies expect to complete the acquisition by this summer.
Merck-Medco is the nation's leading provider of high-quality,
affordable prescription-drug care, serving benefit plans of employers, unions,
commercial and government health plans that provide benefits to more than 52
million Americans, including 14 million older Americans. Additional information
about Merck-Medco is available at www.merckmedco.com.
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ProVantage is a health-care benefits management and health information
company with Health Benefit Management and Health Information Technology
divisions. Additional information about ProVantage is available at
www.provantageinc.com.
This press release contains "forward-looking statements" as that term
is defined in the Private Securities Litigation Reform Act of 1995. No
forward-looking statement can be guaranteed and actual results may differ
materially from those anticipated by the forward-looking statements. Additional
information concerning a number of factors that could cause actual results to
differ materially is described in Merck's current Annual Report on Form 10-K and
ProVantage's current Annual Report on Form 10-K, respectively.
THE TENDER OFFER FOR THE OUTSTANDING SHARES OF PROVANTAGE HEALTH SERVICES, INC.
COMMON STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED. AT THE TIME A
SUBSIDIARY OF MERCK & CO, INC. COMMENCES ITS OFFER, IT WILL FILE A TENDER OFFER
STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND PROVANTAGE HEALTH
SERVICES, INC. WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO
THE OFFER. SECURITY HOLDERS SHOULD READ EACH OF THE TENDER OFFER STATEMENT AND
THE SOLICITATION/RECOMMENDATION STATEMENT WHEN IT IS AVAILABLE BECAUSE EACH
CONTAINS IMPORTANT INFORMATION. INVESTORS CAN GET THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER FILED DOCUMENTS
FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. AN
OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE
AVAILABLE TO SHAREHOLDERS OF PROVANTAGE HEALTH SERVICES, INC.
AT NO EXPENSE TO THEM.
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