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.
[AmeriSource Logo] [Bergen Brunswig Logo]
Contact: Michael N. Kilpatric Donna Dolan
610/727-7118 714/385-4226
mkilpatric@amerisource.com donna.dolan@bergenbrunswig.com
AMERISOURCE AND BERGEN BRUNSWIG FILE HART-SCOTT-RODINO NOTICE
VALLEY FORGE, PA, and ORANGE, CA, April 6, 2001 - AmeriSource Health
Corporation (NYSE:AAS) and Bergen Brunswig Corporation (NYSE:BBC) today
announced that each of them has filed a Premerger Notification and Report Form
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with the Federal Trade Commission and the Antitrust Division of the
Department of Justice in connection with their proposed business combination.
The Hart-Scott-Rodino waiting period for this filing expires May 7, 2001, unless
it is terminated prior to such date or extended by a request for additional
information and documentary material by either of such agencies. Termination or
expiration of the waiting period is a condition to consummation of the business
combination.
On March 19, 2001, AmeriSource and Bergen Brunswig announced that they
had entered into a merger agreement to create a new company named
AmeriSource-Bergen Corporation. Under the terms of the agreement, each share of
Bergen Brunswig common stock will be converted into 0.37 shares of
AmeriSource-Bergen common stock and each share of AmeriSource will be converted
into one share of AmeriSource-Bergen common stock.
About AmeriSource
AmeriSource Health Corporation, with more than $13 billion in
annualized operating revenue, is a leading distributor of pharmaceutical and
related healthcare products and services, and the industry's largest provider of
pharmaceuticals to acute care/health systems customers. Headquartered in Valley
Forge, PA, the Company serves its base of about 15,000 customer
accounts through a national network of 22 strategically located drug
distribution facilities. For news and additional information about the company,
visit its web site at www.amerisource.com.
About Bergen Brunswig
Bergen Brunswig Corporation, headquartered in Orange County,
California, is a leading supplier of pharmaceuticals and specialty healthcare
products as well as information management solutions and consulting services.
With $22 billion in annualized operating revenues, Bergen's customers include
the nation's healthcare providers (hospitals, nursing homes, physicians), drug
stores, manufacturers and patients. Through its Drug Company's 30 distribution
centers and its other subsidiary companies, Bergen provides product
distribution, logistics, pharmacy management programs, and Internet fulfillment
strategies designed to reduce costs and improve patient outcomes across the
entire healthcare spectrum. Bergen Brunswig press releases are available on the
Company's website at www.bergenbrunswig.com.
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.
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