Filed by: Bergen Brunswig Corporation. This
Communication is filed pursuant to Rule 425
under The Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934.
Subject Company: AmerisourceBergen Corporation
Commission File Number: 333-61440
FORWARD-LOOKING STATEMENTS
The following communications contain certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements
herein include statements addressing future financial and operating results of
AmeriSource and Bergen Brunswig and the timing, benefits and other aspects of
the proposed merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: inability to
obtain, or meet conditions imposed for, governmental approvals for the
transaction; failure of the stockholders of AmeriSource and Bergen Brunswig to
approve the merger; the risk that the businesses of AmeriSource and Bergen
Brunswig will not be integrated successfully; failure to obtain and retain
expected synergies; and other economic, business, competitive and/or regulatory
factors affecting the businesses of AmeriSource and Bergen Brunswig generally.
More detailed information about these factors is set forth in AmeriSource's and
Bergen Brunswig's filings with the Securities and Exchange Commission, including
each of their Annual Reports on Form 10-K for fiscal 2000 and their most recent
quarterly reports on Form 10-Q. AmeriSource and Bergen Brunswig are under no
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION
In connection with their proposed merger, AmerisourceBergen, together with
AmeriSource and Bergen Brunswig, filed a joint proxy statement/prospectus with
the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by AmerisourceBergen (as well as by AmeriSource and Bergen
Brunswig) at the Securities and Exchange Commission's web site at www.sec.gov.
The joint proxy statement/prospectus and such other documents may also be
obtained for free from AmeriSource or from Bergen Brunswig by directing such
request to AmeriSource Health Corporation, General Counsel, 1300 Morris Drive,
Suite 100, Chesterbrook, Pennsylvania 19087-5594, Telephone: (610) 727-7000; or
to Bergen Brunswig Corporation, Attention: Corporate Secretary, 4000
Metropolitan Drive, Orange, California 92868-3510, Telephone: (714) 385-4000.
(BW)(CA-BERGEN-BRUNSWIG)(BBC) PharMerica, Inc. Receives Majority of
Tenders and Consents in Its Cash Tender Offer and Consent Solicitation
ORANGE, Calif.--(BUSINESS WIRE)--Aug. 10, 2001--Bergen Brunswig Corporation
(NYSE:BBC) announced that yesterday its wholly-owned subsidiary, PharMerica,
Inc., received consents from the holders of more than a majority of PharMerica's
outstanding 8.375% Senior Subordinated Notes due in 2008 (the "Notes").
These consents were received pursuant to PharMerica's cash tender offer to
purchase all of the Notes and consent solicitation, which commenced on July 17,
2001. Each of the consents was accompanied by the consenting holders' tender of
Notes. The consent solicitation sought consents from holders of the Notes to
eliminate substantially all of the restrictive covenants contained in the Notes'
governing indenture.
The consent solicitation period expired as of 5:00 PM (EDT) yesterday, and
all tenders and consents delivered prior to that time have become irrevocable.
The tender period remains open until 9:00 AM (EDT) on Tuesday, August 14, 2001,
unless extended by PharMerica. Holders may continue to tender Notes and deliver
their consents until expiration of the tender period, but will only receive the
tender payment and not the consent payment.
The consummation of the tender offer and consent solicitation remain
contingent upon a number of conditions, including: consummation of the
previously announced "merger-of-equals" transaction between Bergen Brunswig and
AmeriSource Health Corporation; consummation of a bond financing by the combined
AmerisourceBergen Corporation yielding net proceeds of at least $300.0 million;
and other general and customary conditions. The bond financing condition is
itself contingent upon the consummation of the Bergen Brunswig AmeriSource
merger. Upon satisfaction of these conditions, PharMerica will effect the
purchase of the tendered Notes and the designated restrictive covenants in the
Notes' governing indenture will be eliminated. No assurance can be given that
any of these conditions will be satisfied.
The terms of the tender offer and consent solicitation are more fully
described in the Offer to Purchase and Consent Solicitation Statement, which is
dated July 17, 2001. The offering statement and related documents provide
additional information regarding the pricing, tender, consent and delivery
procedures, as well as conditions of the tender offer and consent solicitation.
These documents may be obtained by contacting MacKenzie Partners, Inc., the
information agent for the tender offer and the consent solicitation, at (800)
322-2885 or (212) 929-5500.
Credit Suisse First Boston is the dealer manager for the tender offer and
solicitation agent for the consent solicitation. CSFB is available to answer
questions about the tender offer and consent solicitation at (800) 820-1653 or
(212) 538-8474.
About Bergen Brunswig Corporation
Bergen Brunswig, headquartered in Orange County, California, is a leading
supplier of pharmaceuticals and specialty healthcare products, as well as
information management solutions and consulting services. Bergen Brunswig's
customers include the nation's healthcare providers (hospitals, nursing homes
and physicians), drug stores, manufacturers and patients. Through its
subsidiaries, Bergen Brunswig provides product distribution, logistics, pharmacy
management programs, and Internet fulfillment strategies designed to reduce
costs and improve patient outcomes across the entire healthcare spectrum.
On March 16, 2001, Bergen Brunswig agreed to merge and combine its business
with AmeriSource Health Corporation pursuant to an agreement and plan of merger.
To accomplish the combination of their businesses, AmeriSource and Bergen
Brunswig jointly formed a new company, AmerisourceBergen Corporation. Upon
consummation of the transactions contemplated by the agreement and plan of
merger, AmeriSource and Bergen Brunswig each will become a wholly-owned
subsidiary of AmerisourceBergen. These merger transactions are presently pending
regulatory review and the shareholders' meetings to approve the merger
transactions are scheduled for August 29, 2001.
About PharMerica, Inc.
PharMerica is a leading provider of institutional pharmacy services to the
elderly, chronically-ill and disabled in long-term care and alternate site
settings, including skilled nursing facilities, assisted living facilities,
specialty hospitals and residential living communities. PharMerica also provides
mail order home delivery pharmacy services to workers' compensation patients and
the catastrophically ill, and electronically adjudicates workers' compensation
prescription claims from pharmacies on behalf of commercial insurance carriers.
On April 26, 1999, Bergen Brunswig acquired PharMerica, Inc. in a tax-free
merger transaction, in which PharMerica became a wholly- owned subsidiary of
Bergen Brunswig. Under the terms of that merger, stockholders of PharMerica
received Bergen Brunswig's Class A Common Stock in exchange for their
outstanding shares of PharMerica common stock, which, at the time, was traded on
the Nasdaq National Market System under the symbol: DOSE. As a result of that
merger, PharMerica ceased to be subject to the SEC's reporting requirements, but
it remains obligated to provide certain financial reports to the trustee under
the Notes' indenture.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only by the Offer to Purchase
and Consent Solicitation Statement. Please refer to the Offer to Purchase and
Consent Solicitation Statement and related documents for information regarding
the pricing, tender, consent and delivery procedures, as well as conditions of
the tender offer and the consent solicitation.
Additional Information
In connection with their proposed merger, AmerisourceBergen, together with
AmeriSource and Bergen Brunswig, filed a joint proxy statement/prospectus with
the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the joint proxy statement/prospectus and other documents filed by
AmerisourceBergen (as well as by AmeriSource and Bergen Brunswig) at the
Securities and Exchange Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained for free from
AmeriSource or from Bergen Brunswig by directing such request to AmeriSource
Health Corporation, General Counsel, 1300 Morris Drive, Suite 100, Chesterbrook,
Pennsylvania 19087-5594, Telephone: (610) 727-7000; or to Bergen Brunswig
Corporation, Attention: Corporate Secretary, 4000 Metropolitan Drive, Orange,
California 92868-3510, Telephone: (714) 385-4000.
--30--
CONTACT: Bergen Brunswig Corp., Orange
Donna Dolan (investor relations), 714/385-4226