Exhibit 99.2
[Genesis letterhead]
December 16, 2002
Via Telecopy and Overnight Courier
NCS HealthCare, Inc.
0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Attn: Xxx X. Xxxxxxx
Chairman of the Board of Directors
Dear Xx. Xxxxxxx:
Reference is made to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of July 28, 2002, by and among Genesis Health Ventures,
Inc. ("Genesis"), Geneva Sub, Inc. and NCS HealthCare, Inc. ("NCS"). All
capitalized terms not otherwise defined herein shall the meaning ascribed to
such terms in the Merger Agreement.
By this letter, Genesis hereby terminates the Merger Agreement
pursuant to Section 7.1(g)(iii) of the Merger Agreement. Accordingly, pursuant
to Sections 7.2(b) and 7.2(d) of the Merger Agreement, NCS is hereby obligated
to pay to Genesis, not later than the close of business on December 17, 2002 and
by wire transfer of immediately available funds, a Termination Fee in the amount
of $6,000,000. Pursuant to Section 7.2(a) of the Merger Agreement, such payment
obligation survives termination of the Merger Agreement. Genesis's wire transfer
instructions will be forwarded shortly under separate cover.
Very truly yours,
GENESIS HEALTH VENTURES, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
-----------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Executive Vice President and
Chief Financial Officer
cc: Xxxxxx X. Xxxxxxx
NCS HealthCare, Inc.
X. Xxxxxxx Xxxxxxxx, Esq.
Xxxxx X. Xxxxxxx, Esq.
Xxxxxxx, Xxxxxxxxxxx, Xxxxxx & Xxxxxxx, LLP
Xxxx Xxxxxx, Esq.
Xxxxxxxx, Xxxxxx, Xxxxx & Xxxx
