Omnicare in $2.5 Billion Securities Offerings

December 15, 2005

Cleary Gottlieb represented the underwriters, led by Lehman Brothers and J.P. Morgan, in three SEC-registered securities offerings totaling approximately $2.5 billion issued by Omnicare. The simultaneous offerings included approximately $980 million of convertible senior debentures, $750 million of high yield senior subordinated notes and $750 million of common stock. Omnicare used the new automatic shelf registration procedures to add guarantors to the high yield transaction, which priced on December 12 and closed on December 15, and filed issuer free writing prospectuses containing final terms of each of the three transactions.

Omnicare is using the proceeds of the offerings to refinance debt, including repayment of a portion of the funds it borrowed to acquire NeighborCare in July 2005. Omnicare is the nation’s largest provider of pharmaceuticals and related pharmacy services to long-term healthcare institutions.