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[AMC Logo]
August 14, 1997
To the Stockholders of
American Medserve Corporation:
We are pleased to inform you that on August 7, 1997, American Medserve
Corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Omnicare, Inc. ("Omnicare") and Omnicare Acquisition
Corp. ("Purchaser"), a wholly owned subsidiary of Omnicare, pursuant to which
Purchaser has today commenced a tender offer (the "Offer") to purchase all of
the outstanding shares of common stock, $0.01 par value per share (the
"Shares"), of the Company for $18.00 per Share in cash. Under the Merger
Agreement, following the Offer, Purchaser will be merged (the "Merger" and,
together with the Offer, the "Transaction") with and into the Company and all
Shares not purchased in the Offer (other than Shares held by Omnicare,
Purchaser, any wholly owned subsidiary of Omnicare or the Company, or Shares
held by dissenting stockholders, if any) will be converted into the right to
receive $18.00 per Share in cash.
Your Board of Directors has unanimously approved the Merger Agreement, the
Offer and the Merger and has determined that the Offer and the Merger are fair
to and in the best interests of the Company's stockholders. The Board
unanimously recommends that the Company's stockholders accept the Offer and
tender their Shares in the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation, the Company's financial advisor, dated August 7, 1997,
to the effect that, as of such date, and based on the assumptions made, matters
considered and limits of review as set forth in such opinion, the consideration
to be received by the holders of Shares in the Offer and the Merger was fair to
such holders from a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated August 14, 1997, of Purchaser, together
with related materials, including a Letter of Transmittal to be used for
tendering your Shares. These documents set forth the terms and conditions of the
Offer and the Merger and provide instructions as to how to tender your Shares.
We urge you to read the enclosed materials carefully.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
[AMC LETTERHEAD]
