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: Bergen Brunswig Corporation
Commission File Number: 1-5110
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, AmeriSource and Bergen Brunswig will
file 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 (when available) and other documents filed
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.
PARTICIPANTS IN SOLICITATION
AmeriSource and Bergen Brunswig and their respective directors, executive
officers and other members of their management and employees may be deemed to be
participants in the solicitation of proxies from their respective stockholders
in connection with the proposed merger. Information concerning AmeriSource's
participants in the solicitation is set forth in AmeriSource's Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 19, 2001,
and information concerning Bergen Brunswig's participants in the solicitation is
set forth in Bergen Brunswig's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 19, 2001.
Bergen/AmeriSource Merger Update
March 30, 2001
A message from Chuck Carpenter, President & CEO
By now, the big news and excitement of a $7 billion dollar merger is out. As
the dust settles, I am sure most of you are wondering what does this mean for
me and for PharMerica? How does this affect my universe? Is this a good thing
for me, my family, or my coworkers? Today, I wish to give you my personal
assurances and observations that Monday's historic announcement is a very
positive event in our corporate history.
Independently, Bergen Brunswig and AmeriSource are each competitive and
valuable in the marketplace, but together they will have far greater and more
immediate opportunities to grow and create value for all stakeholders. In the
distribution business, the largest companies are the best positioned. Forming
a $35 billion company that will become the nation's largest drug wholesale
corporation gives us accelerated possibilities to continue implementing our
strategic plans to grow and improve our business.
In evaluating the opportunity to merge with AmeriSource, we worked to
identify synergies between our two corporations. Most of the synergies lie
within the drug distribution segments and headquarters of each company. As
PharMerica does not compete with AmeriSource in either of those areas, we are
not anticipating or planning any consolidation changes in our business.
However, the merger does create some significant opportunities for PharMerica.
Let me describe a few:
1) The merger will enhance our ability to obtain lower cost financing to
grow our business. AmeriSource-Bergen Corporation will have
considerable increased financial strength, which should benefit
shareholders, customers and manufacturers, as well as our associates.
A company with a stronger balance sheet, more favorable borrowing
rates, and a stronger negotiating position with suppliers will, in the
long term, benefit all associates.
2) AmeriSource has a state-of-the-art packaging facility that can
repackage or prepackage many of the products we dispense. We have been
pursuing this type of business relationship for the last several
years. Now, with AmeriSource, we will be able to develop a new product
line with a twofold purpose: To bring efficiencies and improved
quality to PharMerica, and to create a product line of potential
interest to other customers.
3) The combined company will have close to 13,000 associates working in
many different capacities, businesses and locations. This should
provide opportunity and job flexibility for all associates to grow in
their careers and seek additional work experience and responsibility.
4) The increased size of the new organization will provide additional
leverage when buying products, services and equipment. This increased
leverage should improve our profitability as well as our ability to
compete effectively in today's health care environment.
During the many investor and media meetings that took place Monday, March
19, the CEOs of Bergen and AmeriSource fielded a number of questions with
regards to PharMerica. Their responses were very positive as they expressed
their support of our business and recognized the tremendous improvement you
have helped to produce over the last year. I can assure you that the senior
management of both companies is committed to the success and satisfaction of
all of our associates. I might also add that at the end of March, we will be
halfway through our fiscal year 2001 and we are on target to accomplish our
financial and operational goals.
We do not expect final approval of the merger until the summer of 2001. It
is, therefore, of utmost importance that we stay focused both now and once the
deal is completed. Bergen CEO Bob Martini described it as "keeping our eye on
the ball and meeting our commitments." Meeting those commitments is the best
way I know to ensure that AmeriSource-Bergen Corporation will recognize
PharMerica as a unique and valuable entity deserving increased investment and
support in the exciting times ahead.
Together we will make that happen!
Best regards,
Chuck Carpenter
President
PharMerica