Cencora to Acquire American Oncology Network to Strengthen Support of Community Oncology

CONSHOHOCKEN, Pa. & FORT MYERS, Fla.--Cencora, Inc. (NYSE: COR) today announced it has signed a definitive agreement to acquire American Oncology Network, Inc. (“AON”) (OTCQX: AONC), a physician-led network of more than 350 oncology providers across 21 states.

“The acquisition of AON will expand our physician-led oncology MSO and support of care in communities across the country,” said Robert P. Mauch, President and Chief Executive Officer of Cencora. “AON serves as a trusted partner to oncology practices with a differentiated solution set designed to meet their comprehensive needs. With the addition of AON to our leading MSO network, we will enhance our capabilities for independent practices, strengthening patient access to high-quality, cost-effective care, while fortifying our growth platform to drive long-term value for our stakeholders.”

AON has built a physician-led model that is reshaping how community oncology is delivered, and Cencora shares AON’s commitment to community-based, patient-centered cancer care. The transaction is expected to support AON with the resources to expand the integrated services patients rely on, enhance technology and practice support capabilities, and continue welcoming new practices and physicians to enable high-quality patient care. Clinical decisions will continue to rest with AON's physicians.

“Our physicians, clinicians and care teams, and the patients they serve, have always been at the heart of AON, and this agreement is about giving them more support, more resources and more time for patient care,” said Todd Schonherz, Chief Executive Officer of American Oncology Network. “This is the next chapter of the same mission: high-quality, accessible cancer care delivered close to home, led by physicians who know their patients best. As an investor in AON since 2020 and a leader in oncology, Cencora understands that mission and will partner with us to accelerate that goal.”

“For patients facing a cancer diagnosis, ensuring dependable access to advanced and innovative therapy is crucial to their survival,” said Stephen “Fred” Divers, M.D., Chief Medical Officer of American Oncology Network. “This partnership will bolster AON’s mission of sustainably delivering the highest quality care to patients in their own communities.”

Transaction Overview
Cencora currently holds approximately 4% of the equity interests in AON and, under the terms of the transaction, has agreed to acquire all of the equity interests that it does not currently own. The transaction values AON at an enterprise value of $2.4 billion, consisting of $2.3 billion at closing and contingent value rights (“CVRs”) of up to $100 million (with the CVRs payable by Cencora upon the satisfaction of certain conditions).

As it relates to Cencora’s cash outlay at the time of closing, certain AON stockholders may participate in an equity rollover representing up to 25% of AON. Assuming these stockholders retain 25% of AON through the equity rollover, Cencora expects to pay approximately $1.7 billion to increase its ownership in AON to 75%.

Cencora expects the acquisition to be accretive to Cencora’s adjusted diluted EPS in the second year post-closing.

The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory clearances and AON stockholder approvals. The agreement has been approved by AON’s Board of Directors, acting on the unanimous recommendation of AON’s special committee of independent and disinterested directors.

Cencora Advisors
Citi is serving as lead financial advisor to Cencora, and J.P. Morgan Securities LLC is also serving as a financial advisor to Cencora. Holland & Knight LLP and Sidley Austin LLP are serving as legal advisors to Cencora.

AON Advisors
Moelis & Company LLC is serving as exclusive financial advisor to the Special Committee of the Board of Directors of AON. McDermott Will & Schulte LLP is serving as legal counsel to AON, and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to the special committee. Longacre Square Partners is serving as strategic communications advisor to AON.

Cencora’s Fiscal Year 2026 Expectations
Cencora does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available or cannot be reasonably estimated.

Cencora’s Fiscal Year 2026 Expectations on an Adjusted (non-GAAP) Basis
Cencora has updated its fiscal year 2026 financial guidance to reflect the strength of the U.S. Healthcare Solutions reportable segment. Cencora now expects adjusted diluted earnings per share (EPS) to be at least $17.90, which is at the high end of the previous range of $17.75 to $17.95.

Cencora will discuss its expectations for fiscal 2027 on its fiscal fourth quarter 2026 earnings call on November 4, 2026, and remains confident in its ability to deliver continued growth in its U.S. and International Healthcare Solutions segments consistent with its long-term guidance, as communicated on its third quarter fiscal 2026 earnings call.

About Cencora
Cencora is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of pharmaceuticals, healthcare products, and solutions. Our worldwide team members contribute to positive health outcomes through the power of our purpose: We are united in our responsibility to create healthier futures. Cencora is ranked #10 on the Fortune 500 and #16 on the Global Fortune 500 with more than $300 billion in annual revenue. Learn more at investor.cencora.com.

About American Oncology Network
American Oncology Network (AON) is an alliance of physicians and seasoned healthcare leaders partnering to ensure the long-term success and viability of community oncology and other specialties. Founded in 2018, AON’s rapidly expanding network represents more than 350 providers practicing across 21 states. AON pioneers innovative healthcare solutions through its physician-led model, fostering value-based care that improves patient outcomes while reducing costs and expanding access to quality care. AON equips its network physicians with the tools they need to thrive independently while providing comprehensive support, integrated revenue-diversifying ancillary services, and practice management expertise, enabling physicians to focus on what matters most – providing the highest standard of care for every patient. AON is committed to promoting health equity by addressing disparities in cancer care and ensuring that all patients have access to the care they need to achieve optimal health outcomes. With a focus on innovation and collaboration, AON is shaping the future of community oncology. For more information, please visit AONcology.com or follow us on LinkedIn, Facebook, X (formerly Twitter) and YouTube.