Cencora, Inc. announced on November 6 that it has entered into a definitive agreement to acquire Retina Consultants of America (RCA) from Webster Equity Partners. Cencora will acquire RCA for approximately $4.6 billion in cash, subject to a customary working capital and net debt adjustment.
RCA is a new specialty platform created by the acquisition and merger of Retina Consultants of Houston, Retina Group of Florida, Long Island Vitreoretinal Consultants and Retinal Consultants (Northern California). RCA is a Southlake, Texas-based management services organization (MSO) of retina specialists.
Cencora, formerly known as AmerisourceBergen, is an American drug wholesale company and a contract research organization that was formed by the merger of Bergen Brunswig and AmeriSource in 2001.
RCA’s affiliated practices, physicians and management will retain a minority interest in RCA, with Cencora holding approximately 85% ownership in RCA upon closing. Additionally, Cencora will potentially pay up to $500 million in aggregate contingent consideration in fiscal year 2027 and fiscal year 2028, subject to the successful completion of certain predefined business objectives.
Upon closing, the 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 12 months. 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 LLP and Morgan, Lewis & Bockius are serving as legal advisors to Cencora. Goldman Sachs and Rothschild & Co are serving as financial advisors, and Goodwin Procter LLP and Reed Smith are serving as legal advisors to RCA.
According to data captured in the LevinPro HC database, this acquisition marks the 12th MSO transaction of 2024. There were six MSO deals announced during 2023, and seven announced during 2022. Additionally, the RCA acquisition marks the sixth largest deal by purchase price announced so far this year, as well as the largest MSO deal announced year to date.
