omcl-20211202.htm

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Kathleen Nemeth						Carol Kimura
Vice President, Investor Relations						Vice President, Brand, Digital & Growth Marketing
Omnicell, Inc.						Omnicell, Inc.
(650) 435-3318						(650) 251-6363
kathleen.nemeth@omnicell.com						carol.kimura@omnicell.com

Omnicell to Acquire ReCept

Strategic acquisition of leading specialty pharmacy management services provider supports the Autonomous Pharmacy vision and expands Omnicell’s Advanced Services portfolio

Addresses significant need for access to and management of complex medications, expected to improve profitability and patient care

MOUNTAIN VIEW, Calif.,-- December 2, 2021 — Omnicell, Inc. (Nasdaq:OMCL), a leading provider of medication management solutions and adherence tools for health systems and pharmacies, today announced it has entered into a definitive agreement with ReCept Holdings, Inc., a leading provider of specialty pharmacy management services for health systems, clinics, and physician groups, to acquire its business for total aggregate cash consideration of $100 million, subject to customary adjustments. The acquisition will broaden Omnicell’s portfolio of capabilities and services to address the significant need to improve access to and care coordination for complex medications.

Studies have shown that specialty medications represent over 50 percent of the country’s total spending on retail, mail-order, and provider-administered drugs.1 Used for treatment of complex conditions, these medications often require intensive patient management and specialized workflows for dispensing and care coordination. Specialty pharmacies serve as the connection between patients, prescribing physicians, and payors to ensure streamlined access and adherence to these specialty drugs, helping to maintain continuity of care throughout the process, and are expected to improve margin and profitability. As an Advanced Services organization, ReCept provides implementation and managed services for health systems and other provider organizations to optimize their specialty pharmacy programs and the related pharmaceutical aspects of patient care.

The ReCept acquisition will add solutions for specialty pharmacy management services, including specialty pharmacy expertise and operational capabilities, human resources, technology and integration, workflow management, payor access assistance, and other aspects of managing a specialty pharmacy, to Omnicell’s broader medication management infrastructure. This total solution for provider groups, federally qualified health centers (FQHCs), and health systems supports on-site management of specialty pharmacy services, including payor contracting, staffing, licensing, quality assurance, 340B administration, and preferred pricing agreements designed to improve margin and profitability, while keeping the patient at the center of care.

“As medical innovations drive new, more complex drugs, pharmacy requires more specialized tools and expertise to help manage the patient’s treatment journey,” said Randall Lipps, chairman, president, CEO, and founder of Omnicell. “The ReCept acquisition is a strategic investment that expands our portfolio to address the significant market need for specialty pharmacy solutions. Our entry into this rapidly expanding area of practice is a natural progression on the path to the Autonomous Pharmacy and the goal to enhance care, improve efficiency, and drive profitability. We are excited to add these critical solutions to the Omnicell portfolio for our health system clients and prospects.”

“Specialty pharmacy is a key component of medication management. By joining with Omnicell we look forward to maximizing the benefits of our managed services capabilities as part of a broader, intelligent infrastructure that will deliver value for our pharmacy partners,” said Carmine DeNardo, president and chief executive officer, ReCept. “The synergies with Omnicell’s advanced pharmacy technology solutions create a comprehensive strategic partner that will help give health systems broader and deeper expertise across the full spectrum of medication management.”

Compelling Strategic Benefits

Differentiated Portfolio of Solutions: ReCept provides a full suite of turnkey specialty pharmacy management services, including specialty pharmacy expertise and operational capabilities, technology and integration solutions, assistance in increasing access to payor networks and limited distribution drugs, and performance analytics and clinical outcomes assessment tools. These capabilities are complementary to Omnicell 340B, EnlivenHealth™, and IV Compounding Services, and can also support health systems moving to a consolidated service center approach to pharmacy operations.

Extends the Autonomous Pharmacy Vision: The ReCept acquisition furthers Omnicell’s commitment to deliver the hardware, software, and services to support the Autonomous Pharmacy vision, while advancing the evolution of the pharmacy care delivery model.

Complementary to Existing Solutions: The combination of ReCept’s specialty pharmacy expertise and operational capabilities and Omnicell’s commercial capabilities and client relationships, as well as its 340B program administration solutions and EnlivenHealth’s patient and member management tools, is expected to provide meaningful differentiation in the large and growing specialty pharmacy managed services organizations.

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Transaction Highlights

Under the terms of the agreement, Omnicell will pay total aggregate cash consideration of $100 million, subject to customary adjustments, at closing as provided for in the agreement and plan of merger. The transaction, which is expected to close by the end of the year, is subject to Hart-Scott-Rodino clearance and the satisfaction of other customary closing conditions. The ReCept business that is being acquired recorded approximately $24 million of total revenue (unaudited) for the 12 months ended September 30, 2021.

Omnicell will use cash available on its balance sheet to fund the transaction. Upon closing, the transaction is expected to be accretive to Omnicell’s non-GAAP EBITDA beginning in the first quarter of 2023.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the timing of the consummation of the acquisition, the expected benefits of the acquisition of the ReCept business, including on Omnicell’s non-GAAP EBITDA, the impact of the acquisition on Omnicell’s products and services and the capabilities of the products and services that constitute the ReCept business. Without limiting the foregoing, statements including the words “expect,” “intend,” “will,” “plan,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” and similar expressions are intended to identify forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made in this release, including: difficulties encountered in closing and integrating the acquired business, including regulatory review, technologies, personnel, and operations; costs related to the acquisition; market acceptance of the acquisition, and resulting products and services; Omnicell’s inability to realize value from its significant investments in its business, including product and service innovations; and general market, political, economic, and business conditions, including the ongoing COVID-19 pandemic, and other industry or economic conditions outside of Omnicell’s control.

Additional information on potential factors that could affect Omnicell’s financial results is included in Part I, Item 1A, “Risk Factors” in Omnicell’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated in Omnicell’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, both of which are on file with the U.S. Securities and Exchange Commission (“SEC”), and in Omnicell’s other filings with the SEC. Omnicell does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Sidley Austin LLP served as legal counsel to Omnicell. Gibson, Dunn & Crutcher LLP served as legal counsel to ReCept.

ReCept is the national leader in pharmacy and specialty pharmacy management solutions for health systems, federally qualified health centers, Ryan White HIV/AIDS programs and large physician provider groups. With over 40 years of experience in retail and specialty pharmacy management, ReCept has developed a proprietary and turnkey implementation and management platform, leveraging industry best practices to help pharmacies achieve their full potential. ReCept leads its customers through the entire pharmacy lifecycle, from store buildout to licensing to supporting ongoing operations to ensure future success. As a respected partner in the industry focused on quality patient care since 1978, ReCept helps its customers tackle the barriers associated with specialty medications, increasing patient access, improving patient adherence, and driving better outcomes for patients and prescribers. ReCept is a portfolio company of Generation Partners. To learn more about ReCept, visit: https://receptrx.com

Since 1992, Omnicell has been committed to transforming the pharmacy care delivery model to dramatically improve outcomes and lower costs. Through the vision of the autonomous pharmacy, a combination of automation, intelligence, and technology-enabled services, powered by a cloud data platform, Omnicell supports more efficient ways to manage medications across all care settings. Over 7,000 facilities worldwide use Omnicell automation and analytics solutions to help increase operational efficiency, reduce medication errors, deliver actionable intelligence, and improve patient safety. More than 60,000 institutional and retail pharmacies across North America and the United Kingdom leverage Omnicell's innovative medication adherence and population health solutions to improve patient engagement and adherence to prescriptions, helping to reduce costly hospital readmissions. To learn more, visit www.omnicell.com.

OMNICELL is a registered trademark and the Omnicell logo and EnlivenHealth are trademarks of Omnicell, Inc. or one of its subsidiaries.

1 https://www.iqvia.com/insights/the-iqvia-institute/reports/medicine-use-and-spending-in-the-us-a-review-of-2018-and-outlook-to-2023

ReCept December 2, 2021

Safe Harbor Statement 2© 2021 Omnicell, Inc. Content is confidential and proprietary. This presentation contains forward-looking statements that involve risks and uncertainties, including statements regarding the timing and outcome of the acquisition or its consummation, the expected benefits of the acquisition of the ReCept business, including the impact of the acquisition on Omnicell’s products and services, the capabilities of the products and services of the ReCept business, the impact of the acquisition on Omnicell’s non-GAAP EBITDA and Service Revenues, the projected growth and opportunities in the specialty pharmacy market, and the ability to achieve expected synergies. There are a significant number of factors that could cause actual results to differ materially from statements made in this presentation, including: the ability to consummate the transaction or that the transaction may yield additional value for stockholders; difficulties encountered or delays in closing and integrating the acquired business, including those related to regulatory review, technologies, personnel and operations; costs related to the acquisition; market acceptance of the acquisition and resulting products and services; Omnicell’s inability to realize value from its significant investments in its business, including product and service innovations; the effect of the announcement of the acquisition on Omnicell’s business relationships, operating results and business generally; the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition; the failure to satisfy conditions to consummation of the acquisition, including the receipt of regulatory approvals (and any conditions, limitations or restrictions placed on those approvals); disruption of current plans and operations, including potential disruptions with respect to our employees, vendors, clients and customers, as well as management diversion or potential litigation; and general market, political, economic and business conditions, including the ongoing COVID-19 pandemic (including new variants of the virus), and other industry or economic conditions outside of Omnicell’s control. Additional information on potential factors that could affect Omnicell’s financial results is included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, each of which is on file with the U.S. Securities and Exchange Commission (“SEC”), and Omnicell’s other reports filed with or furnished to the SEC, as available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this presentation speak only as of the date of this presentation. Omnicell does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Compelling Strategic Benefits 3© 2021 Omnicell, Inc. Content is confidential and proprietary. Assists health systems in providing specialty pharmacy services to patients, designed to improve continuity of care and patient outcomes Services complementary to 340B and EnlivenHealth™ as well as IV Compounding Services High-Growth, Tech-Enabled Services Recurring Revenue Business The acquisition is expected to be accretive to Omnicell non-GAAP EBITDA in first quarter of 2023 Increased health system capture of this market, in conjunction with 340B eligibility represents a potential significant opportunity Strengthens Omnicell’s Advanced Services Portfolio for health systems, which should provide a valuable solution in the critical specialty pharmacy space

ReCept Business at a Glance 4© 2021 Omnicell, Inc. Content is confidential and proprietary. Tech-Enabled Services Model Improves pharmacy cash flow and profitability by monitoring and reconciling third-party collections and remittances for all Rx claims. Efficiently manages collection and distribution of payments to pharmacies. Medical billing capabilities are key to expanding pharmacy’s role in healthcare. Financial Platform C OMPANY PROFILE ReCept provides a full suite of turnkey specialty pharmacy management services, including specialty pharmacy expertise and operational capabilities, technology and integration solutions, assistance in increasing access to payor networks and limited distribution drugs, and performance analytics and clinical outcomes assessment tools. Headquartered in Grapevine, Texas. Services include total operation of outpatient Specialty Pharmacy, including payor contracting, staffing, licensing, quality assurance, 340B administration, and access to Limited Distribution Drugs (LDDs) Advanced Analytics Delivers critical insights for pharmacies to better understand profitability, patient adherence, and payer performance. Helps pharmacies drive growth by prioritizing and acting on profitability opportunities. Drives patient retention and increases quality scores by strengthening adherence. In-Workflow Integration Provides efficient and integrated workflows to manage patient on-boarding, benefits, investigation, prior authorizations, prescription fulfillment, and clinical interventions. Payor Network and LDD Support ReCept assists in providing access to payor networks and LDDs.

Specialty Pharmacy 5© 2021 Omnicell, Inc. Content is confidential and proprietary. Macro Trends Over 50% of current drug spend is in specialty pharmaceuticals.1 Specialty medications account for 75 percent of the approximately 7,000 prescription drugs currently in development, and nearly two- thirds of the 600 drugs expected to win FDA approval by 2022 are specialty medications.2 Providing specialty pharmacy services is often more complex and differentiated from traditional health system pharmacy operations. Expertise and systems are needed to effectively implement and operate a specialty pharmacy program. Many health systems have not yet implemented a specialty pharmacy program, or it is sub-optimized. Specialty Pharmacy is a key part of a comprehensive medication management platform and an important part of the Autonomous Pharmacy vision. 1. IQVIA “Global Medicine Spending and Usage Trends to 2025” (2021); HDA “2020 Specialty Pharmacy Facts, Figures, and Trends” 2. 2019 CVS Caremark Drug Trend Report

6 Specialty Pharmacy Is a Growth Market © 2021 Omnicell, Inc. Content is confidential and proprietary. U S Sp ec ia lty P ha rm a Sa le s ($ B) 162 179 196 219 245 269 293 316 339 365 391 38% 40% 43% 45% 48% 51% 53% 56% 58% 61% 63% 0% 10% 20% 30% 40% 50% 60% 70% 0 50 100 150 200 250 300 350 400 450 2015 2016 2017 2018 2019 2020 2021P 2022P 2023P 2024P 2025P Specialty Pharmaceutical Sales (2015–2025) Dollars and Percent of Total Pharma Sales US Specialty Pharmaceutical Sales Percent of Total Pharma Sales Percent of Total Pharm a Sales Sources: IQVIA “Global Medicine Spending and Usage Trends to 2025” (2021); HDA “2020 Specialty Pharmacy Facts, Figures, and Trends”

Transaction Overview 7© 2021 Omnicell, Inc. Content is confidential and proprietary. $100 million in cash, subject to customary adjustments Cash on hand Transaction Consideration Earnings Impact and Returns Sources of Financing Anticipated high growth tech-enabled services business with recurring revenue Expected to be accretive to Non-GAAP EBITDA in 1H 2023 Expected Closing Timetable Transaction expected to close end of fourth quarter 2021, subject to regulatory approvals and customary closing conditions

Summary 8© 2021 Omnicell, Inc. Content is confidential and proprietary. Strong strategic fit for Omnicell Large and attractive growth market Strong specialty pharmacy capabilities Compelling solution that adds to the portfolio of Omnicell products and services intended to meet the critical needs of health systems Advanced services with tech-enabled services recurring revenues