Filed by Cardinal Health, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Syncor International Inc.
Commission File No. 000-08640
CARDINAL HEALTH [LOGO]
7000 Cardinal Place
Dublin, OH 43017
NEWS RELEASE
www.cardinal.com
Cardinal Health, Inc. Contacts: Media
David Verbraska
614-757-3690
Investor Relations
Stephen Fischbach
614-757-7067
Syncor International Corporation Contact: William Powell
818-737-4702
HART-SCOTT-RODINO ANTITRUST REVIEW PERIOD EXPIRES
FOR ACQUISITION OF SYNCOR INTERNATIONAL BY CARDINAL HEALTH
COMPANIES EXPECT TO COMPLETE MERGER BY THE END OF 2002
DUBLIN, OHIO, AND WOODLAND HILLS, CALIFORNIA, AUGUST 1, 2002 -- Cardinal Health,
Inc. (NYSE: CAH) and Syncor International Corporation (Nasdaq: SCOR) announced
today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 has expired with respect to the proposed acquisition of Syncor by
Cardinal Health. The transaction is expected to be completed by the end of 2002
subject to satisfaction of customary conditions, including Syncor shareholder
approval. Syncor's shareholders' meeting is expected to take place in the fall
of 2002.
This acquisition provides Cardinal Health with a leadership presence in the
high-growth and profitable nuclear pharmacy business and advances its strategy
of expanding the breadth of offerings it provides to health care customers.
As previously announced, the terms of the transaction call for Syncor
shareholders to receive 0.52 Cardinal Health common shares for each share of
Syncor common stock owned, with Cardinal Health issuing approximately 14 million
shares on a fully diluted basis. The combination has been structured as a
tax-free transaction.
Cardinal Health and Syncor announce
Expiration of HSR waiting period
Page 2
ABOUT CARDINAL HEALTH
_____________________
Cardinal Health, Inc. (http://www.cardinal.com) is the leading provider of
products and services supporting the health care industry. Cardinal Health
companies develop, manufacture, package and market products for patient care;
develop drug-delivery technologies; distribute pharmaceuticals, medical-surgical
and laboratory supplies; and offer consulting and other services that improve
quality and efficiency in health care. Headquartered in Dublin, Ohio, the
company employs more than 49,000 people on five continents and produces annual
revenues of more than $44 billion. Cardinal Health is ranked #23 on the current
Fortune 500 list and was named one of "The World's Best" companies by Forbes
magazine in 2002.
ABOUT SYNCOR
____________
Syncor International Corporation is a leading provider of high technology health
care services concentrating on nuclear pharmacy services, medical imaging, niche
manufacturing and radiotherapy. In the nuclear pharmacy services business,
Syncor compounds and dispenses radiopharmaceuticals for diagnostic and
therapeutic use by nuclear medicine departments in hospitals and outpatient
clinics. Syncor distributes these time-critical pharmaceuticals to more than
7,000 U.S.-based customers through an integrated network of 130 domestic and 19
international nuclear pharmacies. Medical imaging services are provided through
an integrated network of 70 domestic and 19 internationally owned or operated
facilities. Medical imaging operations in the U.S. are conducted by Syncor's
wholly owned subsidiary, Comprehensive Medical Imaging, Inc. Syncor also owns or
operates nine domestic and two international production facilities for positron
emission tomography (PET) radiopharmaceuticals, and is a party to a series of
agreements to make PET technology more accessible to healthcare providers and
patients nationwide. For more information visit www.syncor.com.
____________________________
Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. The most significant of
these uncertainties are described in Cardinal Health's and Syncor
International's Form 10-K, Form 8-K and Form 10-Q reports and exhibits to those
reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the pending
acquisition of Syncor by Cardinal Health, the loss of one or more key customer
or supplier relationships, changes in the distribution patterns or reimbursement
rates for health-care products and/or services, the costs and other effects of
governmental regulation and legal and administrative proceedings, and general
economic and market conditions. Cardinal Health and Syncor undertake no
obligation to update or revise any forward-looking statements.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Syncor in
connection with the proposed merger, and their interests in the solicitation, is
set forth in a Schedule 14A filed on June 14, 2002 with the SEC. Cardinal Health
intends to file a registration statement on Form S-4 in connection with the
transaction, and Syncor has filed a preliminary proxy statement on Schedule 14A
and intends to mail a definitive proxy statement/prospectus to its stockholders
in connection with the transaction. Investors and security holders of Syncor are
urged to read the preliminary proxy statement/prospectus and the definitive
proxy statement/prospectus when it becomes available because each contain
important information about Cardinal Health, Syncor and the transaction.
Investors and security holders may obtain a free copy of the preliminary proxy
statement/prospectus at the SEC's Web site at www.sec.gov. When it becomes
available, a free copy of the definitive proxy statement/prospectus may also be
obtained from Cardinal Health or Syncor at the SEC's Web site at www.sec.gov.
Cardinal Health and Syncor and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
stockholders of Syncor in favor of the transaction. Information regarding the
interests of Syncor's officers and directors in the transaction will be included
in the proxy statement/prospectus. In addition to the registration statement on
Form S-4 to be filed by Cardinal Health in connection with the transaction, and
the definitive proxy statement/prospectus to be mailed to the stockholders of
Syncor in connection with the transaction, each of Cardinal Health and Syncor
file annual, quarterly and special reports, proxy and information statements,
and other information with the SEC. Investors may read and copy any of these
reports, statements and other information at the SEC's public reference room
located at 450 5th Street, N.W., Washington, D.C., 20549. Investors should call
the SEC at 1-800/SEC-0330 for further information. The reports, statements and
other information filed by Cardinal Health and Syncor with the SEC are also
available for free at the SEC's Web site at www.sec.gov. A free copy of these
reports, statements and other information may also be obtained from Cardinal
Health or Syncor. Investors should read the proxy statement/prospectus carefully
when it becomes available before making any voting or investment decision.