Filed by Cardinal Health, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Bindley Western Industries, Inc.
Commission File No. 0-11355
[CARDINAL HEALTH LOGO]
7000 Cardinal Place
Dublin, OH 43017
www.cardinal.com
NEWS RELEASE
FOR IMMEDIATE RELEASE
CARDINAL HEALTH
Media Contact: Geoffrey Fenton, 614-757-7871
Investor Contact: Stephen T. Fischbach, 614-757-7067
BINDLEY WESTERN
Media / Investor Paul Blair, 317-704-4305
HART-SCOTT-RODINO ANTITRUST REVIEW PERIOD EXPIRES FOR
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CARDINAL HEALTH ACQUISTION OF BINDLEY WESTERN
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BINDLEY WESTERN SHAREHOLDER VOTE SET FOR FEBRUARY 14, 2001
DUBLIN, OHIO AND INDIANAPOLIS, JANUARY 8, 2001 - Cardinal Health, Inc. (NYSE:
CAH) and Bindley Western Industries, Inc. (NYSE: BDY) 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 Bindley Western by
Cardinal Health. As previously announced, Bindley Western agreed to be acquired
by Cardinal Health in a stock-for-stock transaction.
In addition, Bindley Western announced that the record date for its meeting of
shareholders to consider the merger transaction has been set for the close of
business on January 11, 2001 and that the meeting of its shareholders is
scheduled to be held on February 14, 2001. Proxy materials for the Bindley
Western shareholder meeting should be mailed to shareholders later this week.
Completion of the proposed merger transaction remains subject to satisfaction or
waiver of the conditions set forth in the merger agreement between Cardinal
Health and Bindley Western previously announced on December 4, 2000.
Cardinal Health, Inc. (www.cardinal.com) is a 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. The company, which is headquartered in Dublin, Ohio,
employs more than 42,000 people on five continents and produces annualized
revenues approaching $30 billion.
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CARDINAL HEALTH, BINDLEY WESTERN
PAGE 2
Bindley Western (www.bindley.com) provides a synergistic array of cost-effective
pharmaceutical and supply channel management products. Customers include retail
chain and independent pharmacies, supermarkets and mass retailers with their own
pharmacies, hospitals, clinics, HMOs, and managed care organizations, all of
which are dedicated to lowering the cost of health care and improving the
quality of patient care.
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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. THE FORWARD-LOOKING INFORMATION AND
STATEMENTS IN THIS NEWS RELEASE ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES,
MANY OF WHICH ARE DIFFICULT TO PREDICT AND GENERALLY BEYOND THE CONTROL OF
CARDINAL HEALTH AND BINDLEY WESTERN, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED, ANTICIPATED OR IMPLIED. THESE RISKS AND
UNCERTAINTIES INCLUDE THOSE DISCUSSED OR IDENTIFIED IN THE PUBLIC FILINGS WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) MADE BY CARDINAL HEALTH AND
BINDLEY WESTERN; RISKS AND UNCERTAINTIES WITH RESPECT TO THE PARTIES'
EXPECTATIONS REGARDING THE TIMING, COMPLETION AND ACCOUNTING AND TAX TREATMENT
OF THE MERGER, THE VALUE OF THE MERGER CONSIDERATION, GROWTH OPPORTUNITIES,
EARNINGS ACCRETION, COST SAVINGS, REVENUE ENHANCEMENTS, SYNERGIES AND OTHER
BENEFITS ANTICIPATED FROM THE TRANSACTION; THE COSTS AND EFFECTS OF GOVERNMENT
REGULATION AND LEGAL AND ADMINISTRATIVE PROCEEDINGS AND DIFFICULTIES RELATED TO
INTEGRATING THE BUSINESSES, AND THE EFFECT OF ANY CHANGES IN CUSTOMER AND
SUPPLIER RELATIONSHIPS, GENERAL CONSUMER PERCEPTIONS OF HEALTH-RELATED CONCERNS
OR THE DISTRIBUTION OUTSOURCING PATTERN FOR HEALTH-CARE PRODUCTS AND/OR SERVICES
AND OF GENERAL ECONOMIC CONDITIONS SUCH AS CHANGES IN INTEREST RATES AND THE
PERFORMANCE OF THE FINANCIAL MARKETS, CHANGES IN DOMESTIC AND FOREIGN LAWS,
REGULATIONS AND TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, AND
GENERAL MARKET AND INDUSTRY CONDITIONS.
INFORMATION REGARDING THE IDENTITY OF THE PERSONS WHO MAY, UNDER SEC RULES, BE
DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF SHAREHOLDERS OF BINDLEY WESTERN
IN CONNECTION WITH THE PROPOSED MERGER, AND THEIR INTERESTS IN THE SOLICITATION,
ARE SET FORTH IN A SCHEDULE 14A FILED ON DECEMBER 4, 2000 WITH THE SEC. CARDINAL
HEALTH AND BINDLEY WESTERN FILED PRELIMINARY PROXY MATERIALS WITH THE SEC ON
DECEMBER 22, 2000 AND WILL BE FILING A DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED TRANSACTION WITH THE SEC.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC (INCLUDING
THE PRELIMINARY PROXY MATERIALS), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ON THE PROPOSED TRANSACTION. INVESTORS WILL BE ABLE TO OBTAIN THE
DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE (WWW.SEC.GOV). IN ADDITION,
DOCUMENTS FILED WITH THE SEC BY CARDINAL HEALTH MAY BE OBTAINED FREE OF CHARGE
BY CONTACTING CARDINAL HEALTH, INC., 7000 CARDINAL PLACE, DUBLIN, OHIO 43017,
(614) 757-5000. DOCUMENTS FILED WITH THE SEC BY BINDLEY WESTERN WILL BE
AVAILABLE FREE OF CHARGE BY CONTACTING BINDLEY WESTERN INDUSTRIES, INC., 8909
PURDUE ROAD, INDIANAPOLIS, INDIANA 46268, (317) 704-4000. INVESTORS SHOULD READ
THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION.
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