Cencora announced it has entered into a definitive agreement to acquire Retina Consultants of America (RCA), a leading management services organization (MSO) of retina specialists, from Webster Equity Partners.
The proposed deal will build on Cencora’s key strategic imperatives:
1.) Adding a leader in the community provider space to Cencora – RCA is the leading MSO in the retina space. RCA’s nearly 300 retina specialists across 23 states provide high-quality care to patients, and physicians conduct over 2 million visits annually.
2.) Expanding Cencora’s leadership in Specialty – As the specialty landscape continues evolving, providers increasingly seek partners to manage their practices while retaining their autonomy and patient-centric approach. And the addition of RCA will add to Cencora’s capabilities in Specialty and expand its MSO business, broadening physician and manufacturer relationships as well as Cencora’s value proposition to all its stakeholders.
3.) Investing in innovation and contributing to Rx outcomes – RCA has a solid clinical track record. It operates a premier clinical research network with 40 clinical trial sites spanning Phases I-IV and 400 dedicated full-time research employees. And Cencora expects to use its suite of manufacturer services to enhance RCA’s research program and outcomes, maintaining its position as a partner of choice to pharmaceutical innovators in the retina space.
Cencora will buy RCA for approximately $4.6 billion in cash, subject to a customary working capital and net-debt adjustment. And RCA’s affiliated practices, physicians and management will retain a minority interest in RCA, with Cencora holding approximately 85% ownership in RCA upon closing. Plus, Cencora will potentially pay up to $500 million in aggregate contingent consideration in fiscal year 2027 and fiscal year 2028, subject to successfully completing certain predefined business objectives.
The deal is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.
Upon closing the deal, this acquisition of RCA is expected to be approximately $0.35 accretive, net of estimated financing costs, to Cencora’s adjusted diluted EPS (a non-GAAP financial measure defined herein) for its first year. And Cencora plans to fund the transaction through a combination of existing cash on hand and new debt financing.
Lazard is serving as exclusive financial advisor, and Freshfields, Sidley Austin and Morgan, Lewis & Bockius are serving as legal advisors to Cencora. Goldman Sachs and Rothschild are serving as financial advisors, and Goodwin Procter and ReedSmith are serving as legal advisors to RCA.
KEY QUOTES:
“The acquisition of RCA will allow Cencora to broaden our relationships with community providers in a high growth segment and build on our leadership in specialty. With a compelling value proposition for physicians, an impressive leadership team and strong clinical research capabilities, RCA is well-positioned at the forefront of retinal care. We intend to use our leading operational infrastructure to help RCA enhance the provider experience, drive innovative new research and create better outcomes for patients. Following our recent investment in OneOncology, the addition of RCA will allow us to expand our MSO solutions and drive differentiated value across the healthcare system for manufacturers, providers and patients.”
– Bob Mauch, President & CEO of Cencora
“We are pleased to enter our next phase of growth with the support of a leading global pharmaceutical solutions organization. With additional resources to support the continued execution of our growth strategy, we will be better positioned to continue expanding our physician network and enhancing the quality of care we provide.”
– Robby Grabow, Chief Executive Officer of RCA
“The ability to become a part of Cencora and its purpose-driven culture, will further advance RCA’s mission of saving sight and improving the lives of our patients and communities we serve through innovation. Our cultural alignment and shared focus on driving innovation will allow us to unlock new opportunities together and advance the caliber of retina care.”
– David Brown, MD, Co-Chair of RCA’s Medical Leadership Board
“Cencora is committed to maintaining its strong investment grade credit rating and will prioritize de-leveraging in the years following transaction close.”
– Jim Cleary, EVP & Chief Financial Officer
