Omnicare, Inc., a Covington-based geriatric pharmaceutical care company, has reached a definitive agreement to acquire IBAH, a global contract research organization (CRO), in a stock-for-stock merger. Under the agreement, each outstanding IBAH common share will be converted into $5.75 market value of Omnicare common shares. Omnicare officials say they expect to issue approximately $169 million of Omnicare stock as a result of the merger.

Omnicare is ranked as a leader in its industry, with annualized revenues of approximately $1.2 billion. Including a pending acquisition of CompScript, Inc., Omnicare serves nearly 470,000 residents in more than 5,700 long-term care facilities in 37 states, making it the nation's largest provider of professional pharmacy and related consulting and data management services for long-term care, assisted living and other institutional healthcare facilities. Omnicare also provides comprehensive clinical research services for the pharmaceutical and biotechnology industries through its Coromed subsidiary, which offers CRO services in the United States, Canada and Argentina and employs approximately 150 people.

IBAH, Inc., headquartered in Blue Belt, Pennsylvania, is a worldwide leader in providing comprehensive product development services to client companies in the pharmaceutical, biotechnology, medical device and diagnostics industries. As the fifth largest CRO, IBAH offers services for all stages of drug development, helping client companies to accelerate products from discovery through development and commercialization more rapidly and cost-effectively. IBAH's net revenues are currently running at the annualized rate of approximately $99 million.

Through the merger with IBAH, Omnicare gains the global infrastructure that pharmaceutical manufacturers require to conduct major simultaneous clinical studies around the world. IBAH, the fifth largest global CRO, employs 900 people in locations throughout the U.S. and 19 other countries. In addition, IBAH has a strong presence in Eastern Europe and is currently the sole CRO accredited to operate in Russia.

Joel Gemunder, president of Omnicare, pointed out that the $3.5 billion CRO market "is nearly equal in size to our traditional long-term care pharmacy market and is growing even more rapidly."

"With this acquisition," continued Gemunder, " Omnicare will play an increasingly integral role in helping drug manufacturers develop, test, and market new and better pharmaceutical therapies."

For IBAH, the merger provides more financial resources to accelerate plans to add more services, expand geographically and strengthen data management and information technology, said Gerri Henwood, IBAH's chief executive officer. With Omnicare's expertise lying in geriatrics, Henwood noted that the merger also opens up a new avenue for research and development of products that address the diseases of an aging population.

The transaction is expected to be completed by the end of the third quarter.

ESTILL COUNTY
Estill to Open Technology Center

Estill County 21st Century, the economic development organization for Estill County, has announced plans to open a computer technology center that will provide services to area individuals free of charge. The project is part of CenterNet, a communications project that connects 40 counties in southern and eastern Kentucky.

Open days, evenings and weekends, the center will feature video conferencing, public Internet access, desktop collaborative computing and telephone service to other technology centers as well as use of individual personal computers. Computers and other equipment are being furnished by the Center for Rural Development, which will also manage implementation, network operation and maintenance and supply assistance in application development.

The center is expected to be operational by late summer.

The merging of a Tampa, Florida electronics contract manufacturer with its majority shareholder has resulted in the formation of a new corporation that will be headquartered in Louisville.

Shareholders of Group Technologies Corporation approved the merger of the company with Louisville-based Group Financial Partners, Inc. (which owns some 80 percent of Group Technologies) and two Group Financial subsidiaries, Bell Technologies, Inc. and Tube Turns Technologies, Inc. The total value of the transaction was approximately $135 million.

In approving the merger, shareholders also gave the go-ahead for a 1-for-4 reverse stock split and a reincorporation from Florida to Delaware. The newly-formed corporation is now operating under the name of Sypris Solutions, Inc., trading on the Nasdaq Stock Market under SYPR.

Prior to the merger, Group Technologies posted sales of $113.4 million for 1997 and was named as one of the top ten stock performers in Florida for 1997.

The merger creates a more diversified base of manufacturing for products such as integrated data retrieval and storage systems, magnetic instruments, current measurement devices and other industrial products, said Jeffrey Gill, the former chairman of Group Technologies who has been named president and chief executive officer for Sypris Solutions. Gill said Sypris will generate 85 percent of its revenue from its electronics segment, with the balance of revenue derived from industrial services. Gill also noted that Sypris intends to expand operations of its existing business units and will continue to evaluate the feasibility of acquiring other companies to further enhance its presence.

As a result of the merger, Sypris now employs 1,600 people in some 30 manufacturing and service locations throughout the U.S.

Micro Computer Solutions (MCS), a Louisville-based computer services business, is moving beyond its Midwest origins with the formation of a new branch in Boston set up to handle the company's new business intelligence division.

The new division is being added to the company's offerings through the acquisition of Intersys, Inc., which was finalized last December.

The expansion is one of the first steps toward taking the 15-year-old company to its goal of being a $100 million company by 2000, with locations throughout the country, said Tim Hollinden, founder and president/CEO of MCS. Holliden added that the company is already considering expansion into the St. Louis, Kansas City, Memphis and Chicago markets, among others.

In addition to its new Boston branch, MCS has 10 locations throughout Kentucky, Ohio, Indiana and Tennessee with more than 200 full-time employees.

In an effort to provide students with more practical knowledge of the law profession, Georgetown College has established a pre-law mentorship program in cooperation with the bar associations of Fayette and Scott counties.

The program was implemented by Dr. Jon Dalager, assistant professor of political science at Georgetown and pre-law advisor.

"I think the program has great potential," observed Sandra Downs, president of the Scott County Bar Association. "It gives students a good opportunity to see how the law works or -- in some cases -- doesn't work."

Downs has been teamed with Kelli Cross, a junior from Somerset, Kentucky who is one of 15 students currently enrolled in the program. The students spend at least two hours per month with their respective attorneys, who are each volunteering their time to the program.

Cross says she is already seeing the benefits of the program. "I've already been to court with her several times and learned things that you really can't get from books."

ANDERSON COUNTY

• The State Public Service Commission has approved the transfer of the Stringtown Water District to the City of Lawrenceburg. The decision, which affects some 171 Customers, was in response to a joint application filed last year by Lawrenceburg and the Stringtown district. Stringtown was interested in joining Lawrenceburg's system due to Stringtown's aging water lines, which were beginning to create maintenance problems that would have necessitated rate increases and a need to borrow capital to implement improvements.

HARRODSBURG

• Modine Manufacturing Company as changed the name of its Signet Systems Inc. to Modine Climate Systems, Inc. to better reflect the nature of the division's business. The company specializes in climate control products and systems for trucks and automobiles and is responsible for the design, testing, development assembly of a number of HVAC products.

• Corning, Inc. has laid off an additional 30 employees, bringing the total number of workers temporarily displaced to approximately 100. The temporary lay-off is attributed to the ripple effect caused by the failure of the Asian market to rebound from a drastic drop earlier in the year. The Harrodsburg plant, which employs some 425 people when fully staffed, hopes to bring back its laid-off employees by mid- to late summer.

LOUISVILLE

• The Division of Youth Services of Res-Care, Inc. a provider of services for at-risk and special needs youth and persons with developmental disabilities, has been awarded a $60 million contract by the U.S. Department of Labor to operate the Earle C. Clements Job Corps Center in Morganfield, Kentucky, the country's largest job Corps center.

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