ValueAct head to join Omnicare board

By Lisa Kerner

Charlotte, N.C., Feb. 26 - ValueAct Capital Management LP founder, chief executive officer and chief investment officer Jeffrey W. Ubben will serve on Omnicare, Inc.'s board of directors until the company's 2008 annual meeting.

Ubben joins the board under the terms of a Feb. 21 agreement between ValueAct and Omnicare, a schedule 13D filing with the Securities and Exchange Commission stated.

Omnicare's board agreed to:

• Increase the size of the board to nine directors from eight;

• Fill the resulting vacancy with Ubben; and

• Nominate Ubben for election as an Omnicare director at the company's 2008 annual meeting.

Omnicare also agreed to appoint and nominate two qualified persons, with input from Ubben, as members of the board not later than the date of the 2008 annual meeting.

ValueAct must continue to own 5% or more of Omnicare to keep its right to designate a director to serve on the board.

In addition, ValueAct agreed that until the date of the 2009 annual meeting, it will not:

• Acquire any securities of Omnicare or any of its property, assets or business;

• Propose any tender or exchange offer, merger, or other business combination involving Omnicare; or

• Make or participate in any solicitation of proxies,

ValueAct owns 9.7% of the of the Covington, Ky., geriatric pharmaceutical services company.

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