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-BERGEN CORPORATION
MERGER HOTLINE/E-MAIL Q & A
AS OF 4/12/01
QUESTION
- --------
Regarding any layoffs due to the merger, will seniority be a type of "security
blanket" against being laid off?
ANSWER
- ------
Length of service, or "seniority", is an important factor that is considered
when layoffs are contemplated. After all, keeping your most experienced people
just makes sense. However, other things are considered as well, such as specific
skill sets that are needed and individual job performance. The only exception
would be if there were to be a reduction in force in a unionized location where
the contract specifically states that layoffs are based solely on seniority.
QUESTION
- --------
How soon will the company layoffs start occurring?
ANSWER
- ------
The Company is committed to making decisions regarding layoffs in a fair and
impartial manner. Factors that will be considered in making staffing decisions
include performance history, skill sets, experience, seniority and willingness
to relocate if necessary. The timing of layoffs is dependent on the results of
continued due diligence, and no decisions will be made until after closing,
which is expected to occur in late summer of 2001. Remember too that when layoff
decisions are made, associates will be given a minimum of two months' notice.
QUESTION
- --------
When will the merger be completed? Has the Federal Trade Commission approved the
merger?
ANSWER
- ------
The closing of the merger is expected to occur in late summer of 2001. No, the
FTC has not yet approved the merger. AmeriSource and Bergen 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. The Hart-Soctt-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. AmeriSource
and Bergen expect that there will be a request for additional information,
thereby extending the timer period in completing the merger to late summer of
2001.
QUESTION
- --------
I understand that Directors and Vice Presidents each have severance packages
different than that published on TAO. Can you elaborate?
ANSWER
- ------
Yes, directors and above have a different severance package than what is
published in the layoff severance policy. However, it is a confidential package
whose availability is restricted to affected associates.
QUESTION
- --------
I came to Bergen from a company that went through a merger. At that company I
was responsible for the merging of two large departments. Who can I contact to
offer my skills in merging cultures?
ANSWER
- ------
Please feel free to contact Carol Scherman, EVP Human Resources, at the General
Office in Orange. Carol can be reached at (714) 385-4326 or through e-mail at
Carol.Scherman@Bergenbrunswig.com.
QUESTION
- --------
It is mentioned that AmeriSource has a "host computer for centralized
processing". Is this to say that contract changes implemented will occur in real
time?
ANSWER
- ------
Until due diligence is completed either by Information Resources or the
Contracts department, it is too early to answer this question.
QUESTION
- --------
No question. Just want to say that the communication is very much appreciated.
Thank you.
QUESTION
- --------
Does AmeriSource have their own drivers? If so, where and how many? And do they
have a fleet?
ANSWER
- ------
AmeriSource has 480 drivers operating out of distribution centers in Boston,
Johnson City, Orlando, Birmingham, Paducah, Louisville, Mishawaka, Toledo, St.
Joseph, and Joplin. AmeriSource has a total of 14 freight forwarding facilities.
QUESTION
- --------
How will the value of the new company's stock be determined? If AAS is at $55.00
at the time of approval, will it dictate the beginning value/trading price that
then the BBC .37 will be a function of? For example $55.00 x .37 = $20.35?
ANSWER
- ------
Yes, you have answered your own question. The price of AmeriSource on the day of
the closing will be the price of the new Company's stock. The value of a BBC
share will be the AmeriSource price multiplied by the conversion ratio of .37.
QUESTION
- --------
What happens to 401k loan balances if you are not laid off and there is a new
401k administrator?
ANSWER
- ------
If and when there is a new 401k administrator, we will require the new
administrator to honor existing loan balances for active associates.
QUESTION
- --------
What happens to contractual agreements with buying groups held by Bergen if
AmeriSource holds 51% ownership?
ANSWER
- ------
Bergen and AmeriSource are committed to their existing customer agreements.
However, some customer contracts have "change of control" language that give the
customer choice about completing the contract period with a "new or merged"
company. We believe those customers, if satisfied with their relationship with
Bergen or AmeriSource, will want to continue their relationship with the new
company, just as we would like. Remember that the key to the new company's
success will be our relationships with our customers. Following through on the
commitments we made, as independent companies will be the most important part of
customers choosing to stay with AmeriSource-Bergen Corporation.
QUESTION
- --------
If we receive a job offer in the new company that requires a transfer to another
state and we decline the offer, will we still get a severance package?
ANSWER
- ------
If your position is eliminated and you are offered an equivalent position or a
new position that requires a transfer to another state and you decline the
offer, yes, you will be offered a severance package.
QUESTION
- --------
Can you tell me when the formal announcement of the South Bend distribution
center closing will be made and does the merger have any effect on this?
ANSWER
- ------
The formal announcement of the South Bend distribution closing has been made -
it is scheduled to close on June 1, 2001. The merger does not have any effect on
the South Bend closing.
QUESTION
- --------
Could you explain BBC's Rule of 80 health plan?
ANSWER
- ------
The following answer is from our Benefits Handbook under the "Rule of 80"
section.
If you retire early and the sum of your age plus your years of continuous
service with Bergen Brunswig Corporation equals at least 80, medical coverage
based on BBC's Traditional Plan will be continued for you, your spouse and
qualified dependent children, if enrolled, until your 65th birthday. If your
spouse has already reached 65 years of age, then coverage for your spouse will
not be available. If enrolled as an active associate, you may elect to continue
your dental and vision coverage at your cost through COBRA (except where
included in an HMO). Your COBRA coverage will be in effect as long as you make
premium payments.
If you are enrolled in an HMO as an active associate, then your HMO coverage
will be continued for you and your eligible dependents until you reach 65 years
of age.
If your spouse is not yet 65 when you turn 65, your spouse and dependent
children will be eligible for all benefits under COBRA.
If you should die after retirement but prior to age 65, this coverage will be
continued for your spouse and dependent children until the date you would have
been age 65. The cost of this coverage will be paid by the Company (excluding
dental and vision coverage, except where included in an HMO). Contact the J. P.
Farley corporation for more information on COBRA coverage.
Domestic Partners and their children will not be covered as dependents under the
Rule of 80 plan.
QUESTION
- --------
Can you borrow money through AmeriSource's 401k plan?
ANSWER
- ------
Yes, AmeriSource's 401k plan has a loan provision.
QUESTION
- --------
If the FTC (Federal Trade Commission) does not contest the merger, at what point
do the shareholders vote for the merger to become final? Is the deadline of May
7 for the FTC to contest?
ANSWER
- ------
Once the FTC approves the merger, shareowners meetings for both AmeriSource and
Bergen will be scheduled. Again, we anticipate a closing of the transaction in
late summer, 2001. Therefore, the shareowners meetings will take place in the
same time frame as the anticipated closing.
The May 7 date is related to the Hart-Scott-Rodino filing. Please see previous
question and answer regarding the FTC.
Forward-Looking Statements
- --------------------------
The foregoing communication contains 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.