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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 9, 2023
AmerisourceBergen Corporation
(Exact
name of registrant as specified in its charter)
Commission File Number: 1-6671
| Delaware |
|
23-3079390 |
(State or other jurisdiction
of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
| |
|
|
|
1
West First Avenue
Conshohocken PA |
|
19428-1800 |
(Address of principal
executive offices) |
|
(Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of exchange on which
registered |
| Common stock |
ABC |
New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On June 9, 2023, AmerisourceBergen
Corporation (the “Company”) issued a press release announcing that TPG, a global alternative asset management firm (“TPG”),
and the Company completed their previously announced acquisition of OneOncology, a network of oncology practices (“OneOncology”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The information in this Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such
filing.
Item 8.01 Other Events.
On June 9, 2023,
TPG and the Company completed their previously announced acquisition of OneOncology through a joint venture in which the Company
purchased a minority equity interest.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
AMERISOURCEBERGEN CORPORATION |
| |
|
|
| Date: June 9, 2023 |
By: |
/s/ James F. Cleary |
| |
Name: |
James F. Cleary |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
| |
PRESS RELEASE |
 |
AmerisourceBergen Corporation |
| |
1 West First Avenue |
| Conshohocken, PA 19428 |
| |
TPG
and AmerisourceBergen Announce Completion of Acquisition of ONEONCOLOGY
CONSHOHOCKEN, PA, SAN FRANCISCO AND FORT WORTH,
TEXAS June 9, 2023 — TPG (NASDAQ: TPG), a global alternative asset management firm, and AmerisourceBergen Corporation
(NYSE: ABC) today announced the completion of their previously announced acquisition of OneOncology, a network of leading oncology practices.
TPG has acquired a majority interest in OneOncology,
and AmerisourceBergen has acquired a minority interest in the company. OneOncology’s affiliated practices, physicians, and management
team have also retained a minority interest in the company. The partnership provides OneOncology with additional resources to grow its
platform and invest behind clinical, operational, and technical capabilities to continue to deliver high-quality, comprehensive patient
care.
About TPG
TPG is a leading global alternative asset management
firm, founded in San Francisco in 1992, with $137 billion of assets under management and investment and operational teams around the
world. TPG invests across five multi-strategy platforms: Capital, Growth, Impact, Real Estate, and Market Solutions and our unique
strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities
and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities.
For more information, visit www.tpg.com or on Twitter @TPG.
About AmerisourceBergen
AmerisourceBergen is a leading global pharmaceutical
solutions organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators
across the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery
of pharmaceuticals, healthcare products, and solutions. Our 44,000+ worldwide team members contribute to positive health outcomes through
the power of our purpose: We are united in our responsibility to create healthier futures. AmerisourceBergen is ranked #10 on the Fortune
500 and #21 on the Global Fortune 500 with more than $200 billion in annual revenue.
| Investors: | Bennett
S. Murphy |
| Senior Vice President, Head of Investor Relations & Treasury |
| | 610-727-3693 |
| | bmurphy@amerisourcebergen.com |
| | TPG |
| Leslie Shribman and Courtney Power |
| | media@tpg.com |