SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
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PROVANTAGE HEALTH SERVICES, INC.
(Name of Subject Company (Issuer))
MERCK & CO., INC. (OFFEROR PARENT)
PV ACQUISITION CORP. (OFFEROR)
(Names of Filing Persons (identifying status as
offeror, issuer or other person)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
743725 10 3
(CUSIP Number of Class of Securities)
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CELIA A. COLBERT
PV ACQUISITION CORP.
C/O MERCK & CO., INC.
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889
(908) 423-1000
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
WITH COPIES TO:
GARY P. COOPERSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
CALCULATION OF FILING FEE
- ---------------------------------------------------------------------------
Transaction Valuation: Amount of filing fee:
Not Applicable Not Applicable
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[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
<PAGE>
[X] Check the box if the filing relates solely to preliminary
communications made before the commencment of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transactions subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
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.
"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.
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.
