Commenting on the acquisition, Gregory S. Weishar, PharMerica Corporation’s Chief Executive Officer, said,"Chem Rx will operate as a separate subsidiary"

LOUISVILLE, Kentucky (November 4, 2010

and conducts business in New York State, New Jersey, Pennsylvania, and Florida. Chem Rx has been in business for over 40 years and provides prescription and non-prescription drugs, intravenous medications, durable medical equipment items and surgical supplies to approximately 60,000 patients. Commenting on the acquisition, Gregory S. Weishar, PharMerica Corporation’s Chief Executive Officer, said, “We are pleased with the acquisition of Chem Rx, which drives business scale and allows us to expand into the large New York and New Jersey markets. We believe tacquisition will create long-term shareholder value. Chem Rx brings over four decades of experience in the New York marketplace. Combined

with PharMerica’s existing scale and financial stability, Chem Rx is well positioned to continue to provide excellent service to our customers. Chem Rx will operate as a separate subsidiary, and we look forward to partnering with Jerry Silva and his management team.

) – PharMerica Corporation (NYSE: PMC), PharMerica closed on the acquisition of Chem Rx today. Chem Rx was the third largest long-term care pharmacy company in the United States

PharMercia [NYSE: PMC] Completes Acquisition of Chem Rx [OTC: CHRXQ]

With shares of PharMercia up nearly 35% since the buy out news came out, about the buy out of Chem RX there has got to be a pretty good story ready to unfold her. What I found interesting where the remarks buy the PharMercia CEO about the acquistion. See related article below.

But once again PMC and Chem RX fail to mention the exact details pf the buy out offer, and what happens to the common share holders. I found two things very bullish about this, in recent court documents filed with the Federal Deleware Bankruptcy court: the CEO and his son and their family trust own 52% of the total outstanding shares, the A/S and O/S are the same and around 13.7M shares, this puts the float at less than 6M give a take a few for error here.

The ultra low float here explains the low volume 5K buys sending this stock up over 180%. The other fact that the CEO for PMC Gregory S. Weishar had some very interesting comments, PharMerica Corporation's Chief Executive Officer, said, "We are pleased with the acquisition of Chem Rx, which drives business scale and allows us to expand into the large New York and New Jersey markets. We believe this acquisition will create long-term shareholder value. Chem Rx brings over four decades of experience in the New York marketplace. Combined with PharMerica's existing scale and financial stability, Chem Rx is well positioned to continue to provide excellent service to our customers. Chem Rx will operate as a separate subsidiary, and we look forward to partnering with Jerry Silva.

But again the fail to mention the stock of CHRXQ. I beleave the details will be released slowly and near term. And with Jerry Silva owning 52% of the shares I believe the old man makes out lika a bandit.

To me it seems that PMC is gonna re-wrap up some of the debt, make equity lines of credit available, and let the company operate as normal but with a very nicely cleaned up bottom line. And top the deal off with some discounted shares of CHRXQ, this is a SURE WIN WIN deal for CHRXQ PMC share holders.

This is turning into my longest hold this year, but will be my biggest gainer in the end, I'm talking about a 7000-10,00 percent gainer.

Let's reset the clock back and but the share price for Chem RX at $5.00 a share and the then add in a P/E of say 9ish, thats about the P/E for PMC, but then whats the Share price?

I believe this could turn out to be one of the most thought out, well excuted plan by some XTREME CEO'S!!

Winner Winner here!

Chem Rx Signs Agreement With PharMerica

Continues Focus on Customers and Deliveries

LONG BEACH, N.Y., Sept. 27 /PRNewswire-FirstCall/ -- Chem Rx Corporation (Pink Sheets: CHRXQ) ("Chem Rx"), the third largest long-term care pharmacy in the United States, today announced that it has reached a "stalking horse" asset purchase agreement to sell substantially all of the assets of the company to PharMerica Corporation (NYSE: PMC), an industry-leading pharmaceutical services company serving residents in long-term facilities and settings.  Partnering with Chem Rx will allow PharMerica to expand into New York and New Jersey, where it currently does not have a presence.  Chem Rx will continue to maintain normal business operations throughout this process and thereafter.

Per the terms of the agreement, Chem Rx's founder Jerry Silva and management team, including Steve Silva, Gary Jacobs, Evan Selzer, Paula Agoglia, Jody Silva-Falk, Shelly Evans, Michael Segal and Leora Tilocca will continue to be responsible for the day-to-day operations of Chem Rx. The company will also continue to operate under the Chem Rx name.  The sale, conducted pursuant to Section 363 of the U.S. Bankruptcy Code, will significantly eliminate the company's debt. 

"We are excited about joining forces with PharMerica, which shares our commitment to providing clients with the drugs and supplies they need accurately and on time," said Jerry Silva, Chem Rx Chief Executive Officer.  "This agreement will not only allow Chem Rx to continue serving our loyal customers in the same way we have for so many years, but also enable us to leverage the best technology available to ensure that we are at the forefront of long-term pharmacy care in the future.  We believe that PharMerica is the best partner to take the company forward and we look forward to working with PharMerica throughout this process."

Like Chem Rx, PharMerica is dedicated to providing quality customer service and innovative pharmacy solutions to institutional customers and patients in long-term care settings.  A leader in U.S. industrial pharmaceutical services, PharMerica operates 90 institutional pharmacies in 41 states that serve more than 300,000 licensed beds for patients of long-term care facilities.  PharMerica has approximately 6,000 employees nationwide.  

There will be no disruption of service or deliveries to Chem Rx's clients as a result of today's filing and subsequent auction proceedings.  Clients will continue to receive drugs, medical equipment and surgical supplies according to the same ordering processes and delivery schedules.

As standard procedure in the process, Chem Rx will file the stalking horse asset purchase agreement with the United States Bankruptcy Court for the District of Delaware along with a motion seeking the establishment of bidding procedures for an auction that allows other qualified bidders to submit higher or otherwise better offers.  The sale to PharMerica will include substantially all of Chem Rx's current assets, operations and employees.

About Chem Rx

Founded more than 40 years ago, Chem Rx is a major institutional pharmacy serving the New York City metropolitan area, as well as parts of New Jersey, upstate New York, Pennsylvania and Florida.  Chem Rx's client base includes skilled nursing facilities and a wide range of other long-term care facilities.  Chem Rx annually provides over six million prescriptions to over 60,000 residents of more than 400 institutional facilities. Chem Rx's website address is www.chemrx.net.

Forward Looking Statements  

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Chem Rx Corporation. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of Chem Rx's management and are subject to risks and uncertainties that could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: compliance with government regulations; changes in legislation or regulatory environments; requirements or changes adversely affecting the health care industry, including changes in Medicare reimbursement policies; fluctuations in customer demand; management of rapid growth; intensity of competition; timing, approval and market acceptance of new product introductions and institutional pharmacy locations; general economic conditions; geopolitical events and regulatory changes, as well as other relevant risks detailed in Chem Rx Corporation's filings with the SEC. The information set forth herein should be read in light of such risks. Chem Rx Corporation does not assume any obligation to update the information contained in this press release.

Press Contacts
Susan Stillings or Katie Crallé
Brunswick Group
(212) 333-3810 begin_of_the_skype_highlighting              (212) 333-3810      end_of_the_skype_highlighting

SOURCE Chem Rx Corporation

Chem RX Receives No Competing Bids and Cancels Auction $CHRXQ $PMC

Chem RX Corporation (Pink Sheets: CHRXQ) filed a notice with the Delaware bankruptcy court announcing that the auction scheduled for the sale of its assets has been cancelled. The auction was cancelled because no qualifying competing bids were received by the 5:00 p.m. deadline on October 27, 2010.  Therefore, Chem RX will seek final court approval of the bid received from its stalking horse bidder, PharMerica Corporation (NYSE: PMC).  PharMerica announced on October 15th that its bid had been cleared by antitrust regulators.



Read more: http://www.netdocketsblog.com/2010/10/chem-rx-receives-no-competing-bids-and.html#ixzz14OVg11on

DD with Court Filings on the PMC Buyout offer on CHRXQ

Introduction
On May 11, 2010, Chem Rx Corporation ("Chem Rx" or "Debtor"), filed petitions for bankruptcy in the United States Bankruptcy Court for the District of Delaware.  Based in Long Beach, New York, Chem Rx claims to be the third largest long term care pharmacy in the United States (a link to the company's website is available here).  Chem Rx's customers include nursing homes, group homes, correctional institutions and other long-term care facilities.  The company sells both prescription and non-prescription drugs, medical equipment and surgical supplies to institutions in New York, New Jersey, Pennsylvania and Florida.  See Chem Rx's Declaration in Support of Chapter 11 Petitions and Request for First Day Relief (the "Declaration") at *2.
Background
As stated in its Declaration, Chem Rx was founded in 1958 as a retail pharmacy in New York.  By growing internally, and making certain acquisitions, Chem Rx grew to be the third largest long-term pharmacy in the U.S., behind Omnicare, Inc. and PharMerica Corporation.  The Debtor operates under four subsidiaries, each licensed in a separate state.  Acting primarily as a distributor, Chem Rx purchases pharmaceuticals in bulk and re-sells the product in response to physician orders.
Events Leading to Bankruptcy

Here is a link to the actual, Declaration Filed May 11, 2010, it’s a great read as it list events leading to this filing.

http://delawarebankruptcy.foxrothschild.com/uploads/file/Chem%20Rx%20Declaration.pdf

The Buy out Agreement

http://www.bizjournals.com/louisville/stories/2010/09/27/daily1.html?ana=yfcpc

http://finance.yahoo.com/news/Chem-Rx-Signs-Agreement-With-prnews-2984142627.html?x=0&.v=1

The 8-K filed with the SEC confirming the buyout offer

http://biz.yahoo.com/e/100928/pmc8-k.html

The 8-k High Lights

·          Under the terms of the Agreement, the Company has agreed, absent any higher or otherwise better bid, to acquire the Assets from the Seller for $70,600,000 in cash plus the assumption of specified liabilities related to the Assets.

·         PHARMERICA MAKES BID TO ACQUIRE CHEM RX CORPORATION

·         LOUISVILLE, Kentucky (September 27, 2010 ) – PharMerica Corporation (NYSE: PMC), a national provider of institutional pharmacy and hospital pharmacy management services, today announced that it has signed an asset purchase agreement to acquire substantially all of the assets of Chem Rx Corporation for $70.6 million. The acquisition is subject to the approval of the Bankruptcy Court and Chem Rx not receiving a higher offer from a third-party through a Court-approved auction process. PharMerica intends to pay the purchase price with existing cash and borrowings under its revolving line of credit.

·         What does PhamMerica Gain by Being designated as the, “Stalking Horse”

·         If the Bankruptcy Court approves the Agreement and the Agreement is later terminated for certain reasons, including because the Seller enters into a competing transaction, the Seller may be required to pay the Company a termination fee equal to $1,412,000.

PharMerica-Chem Rx deal gets antitrust clearance

http://finance.yahoo.com/news/PharMericaChem-Rx-deal-gets-apf-4013348308.html?x=0&.v=1

Chem Rx's Bidding Procedures, Breakup Fee OK'd

http://www.law360.com/registrations/user_registration?article_id=199696&concurrency_check=false

Law360, New York (October 07, 2010) -- A bankruptcy court judge has approved bidding procedures for Chem Rx Corp. that include a 2 percent breakup fee, putting more weight behind PharMerica Corp.'s $70.6 million bid for the pharmacy chain.
In a Wednesday order, Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware also set an Oct. 29 auction date and Nov. 2 sale hearing.
Facts

A stated in the Declaration filed on May 11, 2010, in the United States Bankruptcy Court for the District of Delaware, there are approximately 14 million shares of outstanding common stock.

Jerry Silva the CEO and founder of the Company, and Steven Silva and their affiliated trust own 52% of the 14 million shares of the outstanding common shares.

The Auction Date is October 29 and the Sale hearing is November 2^nd, 2010.

~Story Developing~

http://delawarebankruptcy.foxrothschild.com/uploads/file/Chem%20Rx%20Declaration.pdf

PharMerica NYSE: PMC Acquisition bid for Chem RX [CHRXQ] advances

PharMerica Corp., a national provider of institutional pharmacy and hospital pharmacy management services, announced Friday that the waiting period under the Hart-Scott-Rodino Act applicable to its $70.6 million bid to acquire most of the assets of Chem Rx Corp. has expired, a news release said.

The waiting period expired without a request for additional information from federal antitrust authorities.
The proposed transaction, announced last month, remains subject to approval by the Delaware District of the U.S. Bankruptcy Court, the satisfaction of conditions set forth in the purchase agreement and other regulatory approvals.
Louisville-based PharMerica (NYSE: PMC) operates 90 institutional pharmacies in 41 states. Its customers includes nursing centers, assisted-living facilities and hospitals.
Long Beach, N.Y.-based Chem Rx, a long-term-care pharmacy company doing business in New York, New Jersey, Pennsylvania and Florida, filed for bankruptcy protection in May.

WE REMAIN VERY BULLISH ON CHRXQ!

(NYSE: PMC). PMC:NYSE   files 8K to buy Chem Rx Corp. (CHRXQ: OTC  for $70.6 million, and assume all debt!

While entering a stalking horse offer, CHRXQ can offer bidding protections to PharMerica Corp. before the auction. These incentives enhance the value of the offering for PharMerica which might lead to a better price offer before the auction begins which would benefit CHRXQ share holders.

WHICH IT DID!! When news hit on last Monday, Sept. 27, CHRXQ exploded for high of .17. (a gain of 183% when we alerted at .06). Thursday, Sept. 30, CHRXQ hit a day low of .015, but rocketed up to .07 on Friday, Oct. 1, for a triple digit gain (ALL OF THIS ON VERY LOW VOLUMES)- providing an attractive entry point for Spartan investors.

The buzz around this savvy investment is growing very quickly and  we won’t be surprised and expect to start seeing some huge blocks go through at the ask, which would take this stock back to $3.00-$5.00 in one whack!

Today PharMerica annouced that they have approval from the federal antitrust authorities. Which meansd the deal can move on to the next approval process!

Keep in mind, all of this was done with VERY LOW VOLUMES. Plus, CHRXQ and PharMerica Corp (PMC) have yet to address shareholders of what this means but a PR is expected soon. Coupled with the added exposure and buzz CHRXQ is getting, we expect to witness another bolting THOROUGHBRED run to finish, which just may be somewhere in the $3.00 to $6.00 range.

EVENTS

PharMerica Corporation

Chem Rx(CHRXQ) has 13,791,866 shares on record as of  August 13, 2008. With a cash offer of $70.6 million for all operations equipment, employees, with all debt being acquired PharMerica, that’s a Cash offer.

Sales price per share details have not yet been released, but when you see words like “stalking horse”, and see a series of SEC forms being filed by both companies it sets off radars.  We started digging and everything mentioned here is taken from both of the company’s most recent SEC filings. See links below.

We find it very interested that the only thing not mentioned is the sale price in relation to shares, with a $70.6 million dollar offer, and with zero debt obligations at 13.7Million shares, we did the Math and our eyes got huge too$$$$

 To clarify, “a stalking horse” asset purchase agreement refers to an attempt by CHRXQ to test the market in advance of a court-approved auction. The intent is to maximize the value of its assets as part of, or before a bankruptcy court-approved auction process.

ChemRx (CHRXQ) management is attempting to make a swift move here to maximize the value of its assets to obtain a higher buyout offer per share!!

With low volumes and pending news ahead, it’s best to catch this wave before it starts. Spartans have been buying the dips since the first News Release and when CHRXQ’s “stalking horse” becomes a thoroughbred,  Spartan Traders will cross the finish line with some winnable profits!

~Spartan~

Please allow yourself to do your due diligence at the company’s website, http://www.chemrx.net/.

http://www.pharmerica.com/

Current filings

http://www.otcmarkets.com/stock/CHRXQ/financials

http://www.otcmarkets.com/stock/PMC/financials

Company Info

http://www.otcmarkets.com/stock/PMC/company-info

http://www.otcmarkets.com/stock/CHRXQ/company-info

PharMerica Corp antitrust regulators cleared its proposed purchase of Chem Rx Corp. HUGE DEAL

LOUISVILLE, Ky. (AP) -- Pharmacy management services company PharMerica Corp. said Friday that antitrust regulators cleared its proposed purchase of Chem Rx Corp.
PharMerica said a mandatory regulatory review period has expired. The company said in September that it would buy Chem Rx, a long-term care pharmacy, for $70.6 million.
Chem Rx filed for Chapter 11 bankruptcy protection in May and a bankruptcy court still needs to approve the sale before it can be competed.
In midday trading, PharMerica stock gave up 3 cents to $9.50.