Omnicare Announces Offerings of $750 Million of Senior Subordinated Notes, $750 Million of Convertible Senior Debentures and 12,825,000 Shares of Common Stock

Omnicare, Inc. (NYSE: OCR) (the "Company") todayannounced that it intends to offer $750 million aggregate principalamount of senior subordinated notes, $750 million aggregate principalamount (not including the underwriters' option to purchase additionalsecurities) of convertible senior debentures due 2035 and 12,825,000shares of common stock (not including the underwriters' option topurchase additional shares), pursuant to separate preliminaryprospectus supplements to be filed with the Securities and ExchangeCommission under the Company's shelf registration statement. Thesenior subordinated notes, convertible debentures and common stockofferings are conditioned on each other.

The Company will use the net proceeds from the offering of thesenior subordinated notes, as well as the net proceeds from theoffering of common stock and a portion of the net proceeds from theoffering of convertible debentures, to repay the Company's $1.9billion 364-day loan facility. The Company intends to use theremaining portion of the net proceeds from the offering of convertibledebentures to repurchase any and all of the outstanding $375 millionprincipal amount of its 8.125% senior subordinated notes due 2011pursuant to its concurrent tender offer and related consentsolicitation.

Lehman Brothers, JP Morgan and SunTrust Robinson Humphrey areacting as joint book-running managers and CIBC World Markets, WachoviaSecurities and Merrill Lynch & Co. are acting as co-managers for thesenior subordinated notes offering. JP Morgan, Lehman Brothers andCIBC World Markets are acting as joint book-running managers andSunTrust Robinson Humphrey, Wachovia Securities and Merrill Lynch &Co. are acting as co-managers for the convertible debentures offering.Lehman Brothers, JP Morgan and Merrill Lynch & Co. are acting as jointbook-running managers and CIBC World Markets, SunTrust RobinsonHumphrey and Wachovia Securities are acting as co-managers for thecommon stock offering. Copies of the preliminary prospectussupplements and related shelf prospectus may be obtained from LehmanBrothers with respect to each of the offerings at Lehman BrothersInc., Prospectus Department, c/o ADP Financial Services, IntegratedDistribution Services, 1155 Long Island Avenue, Edgewood, New York11717, monica_castillo@adp.com, Fax: (631) 254-7268 or from JP Morgan,in connection with the senior subordinated notes offering, at JPMorgan Securities Inc., Prospectus Department, c/o ADP FinancialServices, Integrated Distribution Services, 1155 Long Island Avenue,Edgewood, New York 11717 and, in connection with the common stock andconvertible debentures offerings at JP Morgan Securities Inc.,Prospectus Department, One Chase Manhattan Plaza, New York, NY 10081,Tel: (212) 552-5164 or over the Internet from the Securities andExchange Commission's website at http://www.sec.gov.

This news release does not constitute an offer to sell or thesolicitation of an offer to buy any securities nor shall there be anysale of these securities in any state in which such offer,solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such states. This newsrelease also does not constitute an offer to buy or the solicitationof an offer to sell any securities.

About Omnicare, Inc.

Omnicare, Inc. (NYSE:OCR), a Fortune 500 company based inCovington, Kentucky, is a leading provider of pharmaceutical care forthe elderly. Omnicare serves residents in long-term care facilitiesand other chronic care settings comprising approximately 1,441,000beds in 47 states, the District of Columbia and Canada. Omnicare isthe largest U.S. provider of professional pharmacy, related consultingand data management services for skilled nursing, assisted living andother institutional healthcare providers as well as for hospicepatients in homecare and other settings. Omnicare also providesdistribution and patient assistance services for specialtypharmaceuticals. It also offers clinical research services for thepharmaceutical and biotechnology industries in 30 countries worldwide.For more information, visit the company's Web site atwww.omnicare.com.

In addition to historical information, this press release containscertain statements that constitute "forward-looking statements" withinthe meaning of the Private Securities Litigation Reform Act of 1995.These forward-looking statements are made on the basis of management'sviews and assumptions regarding business performance as of the timethe statements are made, and management does not undertake anyobligation to update these statements. These forward-lookingstatements include, but are not limited to, all statements regardingthe intent, belief or current expectations regarding the mattersdiscussed or incorporated by reference in this document (includingstatements as to "beliefs," "expectations," "anticipations,""intentions" or similar words) and all statements which are notstatements of historical fact. These forward-looking statements,together with other statements that are not historical, involve knownand unknown risks, uncertainties, contingencies and other factors thatcould cause results, performance or achievements to differ materiallyfrom those stated. Such risks, uncertainties, contingencies and otherfactors, many of which are beyond the control of the Company, include,but are not limited to: overall economic, financial, political andbusiness conditions; and other risks and uncertainties described inthe Company's reports and filings with the Securities and ExchangeCommission. Should one or more of these risks or uncertaintiesmaterialize or should underlying assumptions prove incorrect, theCompany's actual results, performance or achievements could differmaterially from those expressed in, or implied by, suchforward-looking statements. Readers are cautioned not to place unduereliance on these forward-looking statements, which speak only as ofthe date hereof. Except as otherwise required by law, the Company doesnot undertake any obligation to publicly release any revisions tothese forward-looking statements to reflect events or circumstancesafter the date hereof or to reflect the occurrence of unanticipatedevents.