Cencora proposes majority purchase of Retina Consultants of America for $4.6B in cash

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Conshohocken, Pa.-based Cencora Inc., an American drug wholesale company and a contract research organization, plans to acquire Retina Consultants of America (RCA) for approximately $4.6 billion in cash.

Cencora said Nov. 6 it has entered a definitive agreement to purchase the management services organization (MSO) of retina specialists from Webster Equity Partners. Upon closing, Cencora will hold roughly 85 percent ownership in RCA, while RCA’s affiliated practices, physicians, and management will retain a minority interest in RCA.

“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,” said Cencora President and CEO Bob Mauch on Wednesday. “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.”

In releasing details about the proposed transaction, Cencora also said it would potentially pay up to $500 million in aggregate contingent consideration in fiscal years (FYs) 2027 and 2028, subject to the successful completion of certain predefined business objectives.

Cencora plans to fund the transaction through a combination of existing cash on hand and new debt financing, adding that its FY 2025 guidance does not currently include the impact of the RCA acquisition, which will be incorporated into expectations following the transaction’s closing.

“Cencora is committed to maintaining its strong investment grade credit rating and will prioritize de-leveraging in the years following transaction close,” Jim Cleary, Cencora’s executive vice president and chief financial officer, said.

The proposed transaction would build on Cencora’s key focus areas by adding a leader in the community provider space to its portfolio. RCA has nearly 300 retina specialists across 23 states with physicians conducting over two million visits annually. RCA also operates a premier clinical research network with 40 clinical trial sites spanning Phases I-IV and 400 dedicated full-time research employees.

“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,” Mauch said. “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.”

At the same time, Cencora also 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.

“We are pleased to enter our next phase of growth with the support of a leading global pharmaceutical solutions organization,” said RCA Chief Executive Officer Robby Grabow. “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.”

The proposed transaction is subject to customary closing conditions, including receipt of required regulatory approvals, according to Cencora.