Walgreens one step closer to acquisition of I-trax with completion of tender offer

By Lisa Kerner

Charlotte, N.C., April 25 - Walgreen Co. subsidiary Putter Acquisition Sub, Inc. completed its $5.40-per-share tender offers for all of the outstanding shares of common stock and preferred stock of I-trax, Inc. as planned on Thursday, the company announced on Friday.

Preliminary results from the depositary indicate that stockholders had tendered and not withdrawn 40,576,068 shares, or 96.3%, of I-trax's common stock and 214,067.33 shares, or some 98.6%, of I-trax's preferred stock.

Putter Acquisition accepted for payment all shares that were validly tendered and not withdrawn, the release said.

Walgreens said it intends to effect a merger of Putter Acquisition into I-trax, and all remaining I-trax stockholders who did not tender their shares in the offer will receive the same $5.40 price per share paid in the tender offer.

It was previously reported that Walgreens would acquire I-trax, parent company of CHD Meridian Healthcare, LLC, for approximately $278 million in cash, including the assumption of about $18.3 million in net debt.

The acquisition of I-trax, as well as of the privately held Whole Health Management, will enable Walgreens to add worksite pharmacies where I-trax and Whole Health already operate health centers, according to a prior news release.

Walgreens said the combination of I-trax and Whole Health will operate under the name Take Care Employer Healthcare Solutions as part of its newly created health and wellness division.

Hal Rosenbluth, co-founder of Take Care Health Systems, will lead the new division based in Conshohocken, Pa.

"We are very pleased to have successfully completed the tender offer and to be moving forward to extend our 'Main and Main' strategy to include health and wellness services at the worksite," Walgreens chairman and chief executive officer Jeffrey A. Rein stated in the release.

"We have already started planning our integration activities and are confident of realizing significant additional value for our shareholders," Rein added.

I-trax, through its subsidiaries CHD Meridian Healthcare and ProFitness Health Solutions, provides worksite health services, including primary and acute care, wellness, pharmacy and disease management services and health and fitness programming, for more than 160 employers. The company is based in Chadds Ford, Pa.

Walgreens operates a chain of drugstores and is based in Deerfield, Ill.

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