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 05/04/01
QUESTION
- --------
Does AmeriSource currently offer tuition reimbursement as part of their benefits
package? If the answer is yes, then could you provide a basic outline of their
plan? Thank you.
ANSWER
- ------
Yes, AmeriSource has a tuition reimbursement plan, and like Bergen, reimburses
up to $3000.00 per school year. All benefits of both companies will be reviewed
with a view towards being competitive in the marketplace in order to retain
associates and attract future associates.
QUESTION
- --------
If we have met our 80/20 and our job is being eliminated, can we retire for the
medical, and also receive the severance pay?
ANSWER
- ------
I think you mean "rule of 80" rather than 80/20. If so, there is still the
question of whether you mean that you have been laid off or you simply decide to
retire with the rule of 80. If you are laid off as a result of the merger and
you qualify for the rule of 80, you will receive severance and the rule of 80
benefit. If you voluntarily leave and qualify for the rule of 80 (you are not
laid off), you would not be eligible for severance, but you would receive the
rule of 80 benefit.
QUESTION
- --------
Would we both limit our new business during the waiting period so as to increase
the likelihood of the merger being approved?
ANSWER
- ------
No. We remain competitors within our industry until the transaction is complete
and it is critical for both companies to continue with their sales and financial
goals for their current fiscal year and beyond. We will continue our aggressive
posture in pursuing new business, maintaining present customers, and achieving
established goals.
QUESTION
- --------
How can it be fair for people who have been saving their sick pay so that they
could receive it as pay at a later date?
ANSWER
- ------
Sick leave is meant to be saved. It is a form of protection for you in the event
you need it because you are ill or injured. It is like any insurance; you pay
for coverage but if you do not get sick you do not get your money back. Today,
for example, if a person were to retire with--let's say--30 years of service and
has maximum sick leave built up, their sick leave does not get paid out. Keep in
mind, however, that at the end of each calendar year, nonexempt, nonunion
associates who have accrued sick pay in excess of 240 hours and who are employed
by the Company on December 31 will be paid cash for their sick hours in excess
of 240 to a maximum of forty-eight (48) hours (one year's accrual).
QUESTION
- --------
If an employee leaves after receiving their 2 months' notice, but before their 2
months are completed are they still eligible for severance? Answer: Yes, they
will still be eligible for severance but will be paid regular pay only through
their last day of employment, not through the end of the 2 months notice period.
Can you be able to give me an example; I quite don't understand. Thanks!
ANSWER
- ------
As requested, an example:
- - You have 20 weeks of severance
- - You receive your 2 months' notice on November 1, 2002, which means you are
to work until December 31, 2002.
- - You get a job offer from another company and cannot work past November 30,
2002.
- - You will be paid through November 30, 2001 and will receive your 20 weeks
of severance, assuming you have signed a General Release.
QUESTION
- --------
I have worked here for only 1 1/2 years so I would only get one week paid?
ANSWER
- ------
No. The minimum severance is six (6) weeks. Please scroll down through this Q &
A; the merger severance plan is described in the Q & A update as of 03/27/01.
QUESTION
- --------
Was there a similar meeting in Valley Forge with Mr. Martini to the associates
of AmeriSource?
ANSWER
- ------
No, there has not yet been a meeting in Valley Forge with senior management from
Bergen Brunswig. Bob Martini believed it was very important that Bergen
associates meet and hear from Dave Yost who will be the CEO and President of
AmeriSource-Bergen Corporation and Kurt Hilzinger who will be the Chief
Operating Officer of the new company. Once the integration consultants are
engaged, the integration plan will be communicated and additional meetings
between the two companies will be scheduled, including Bergen senior management
visiting Valley Forge.
QUESTION
- --------
In today's town hall meeting, Kurt Hilzinger made the statement that with the
new company's combined strengths, we would be `untouchable' in the `cost of
operations' area. He also stated that we would be the best because we would not
become arrogant. Does not making a statement like being untouchable border on
arrogance?
ANSWER
- ------
Response from Kurt Hilzinger: "I was really trying to convey that a low cost of
operations is critical to AmeriSource-Bergen's ability to remain competitive and
viable for the long term. For this reason our definition of `being the best'
included having the lowest cost of operations in the industry. My use of the
word `untouchable' is a reflection of my enthusiasm for how well I believe the
combined company can perform from a cost of operations standpoint. My enthusiasm
may have gotten the better of me here. I hope this helps clarify my statement."
QUESTION
- --------
In regards to the outside consultants auditing the two companies and keeping
"the best of the best" into AmeriSource-Bergen, are you solely referring to
products, services and programs or does that include associates? Should we be
prepared for interviews with these consultants regarding our position and
function within the corporation?
ANSWER
- ------
The "best of the best" does include associates along with products, services,
and programs. The outside consulting firm that will work with both companies on
the integration process will outline and communicate the methodology they will
use to all associates. We do not know at this time the extent of interviews that
may be required of associates regarding position and function within the
corporation.
QUESTION
- --------
After the merger, will we still get two personal days every year or will things
change? What about vacation benefits? Does AmeriSource have the same holidays
off as Bergen? Sick days?
ANSWER
- ------
Bergen Brunswig and AmeriSource have very similar holiday and vacation
schedules; sick days are administered differently. However, until after the
merger is completed, all compensation and benefit plans, including holidays,
vacation benefits and sick days, will continue to be administered as they are
today. After completion of the merger, the new Company is committed to providing
a competitive and comprehensive compensation and benefits package.
QUESTION
- --------
I am still not clear on severance. I have 14 years' service. How many weeks of
severance pay would I receive?
ANSWER
- ------
o One week of pay for each full year of service = 14 weeks severance
o Ten or more years of service = an additional 6 weeks severance
o Total severance pay = 20 weeks
Please scroll down through this Q & A; the merger severance plan is described in
the Q & A update as of 03/27/01.
QUESTION
- --------
Does AmeriSource currently have a Question and Answer communication channel
similar to this one? If so, can we receive the Questions and Answers that are
communicated through AmeriSource associates? And likewise can we share Bergen
questions and answers with AmeriSource?
ANSWER
- ------
Yes, AmeriSource does have a question and answer communication channel. As a
matter of fact, we have been including relevant questions and answers from
AmeriSource in our Q & A. We provide AmeriSource our questions and answers each
time we update our Intranet merger information Q & A site, and they in turn
communicate relevant information to their associates. The two companies have
been collaborating on many of the answers to associates' questions.
QUESTION
- --------
If and when the merger is complete, is there a possibility that any divisions be
re-structured by the end of the year, particularly the distribution centers with
an AmeriSource location and a Bergen location in one area?
ANSWER
- ------
We answered a similar question in the 04/04/01 Q & A. The answer is, it is
possible but not probable. As previously stated, any decision regarding where
consolidation makes sense for the combined company is an ongoing process that
will take time and input from a variety of sources, including associates,
customers, suppliers and others to determine the most efficient and high quality
distribution network, and customer service is priority one! Remember too that
when consolidation decisions are made, associates will be given a minimum of two
months' notice.
QUESTION
- --------
In a previous Q & A regarding the newspapers stating that AmeriSource is
acquiring Bergen, the answer indicated that "technically, this will be accounted
for as AmeriSource being the acquirer because the shareholders of AmeriSource
will own 51% of the new company and shareholders of Bergen will own 49%." What
is the "non-technical" answer?
ANSWER
- ------
This is a merger of equals where two companies are combining to form a new
company. AmeriSource shareholders and Bergen Brunswig shareholders will exchange
their AAS shares and Bergen shares, respectively, for shares in the new company.
The new company will be listed on the NYSE. Both BBC and AAS will at that time
be de-listed on the exchange. The new company's board of directors will be made
up of equal representation from AmeriSource and Bergen Brunswig.
QUESTION
- --------
If a South Bend associate who has been laid off due to the consolidation and is
collecting their severance pay, applies and is hired by AmeriSource-Bergen will
they still continue to get paid their severance? Also, would their seniority at
Bergen transfer over to their new position if hired by AmeriSource-Bergen after
the merger?
ANSWER
- ------
Answer to the 1st question: If an associate is rehired, any severance up to and
including 6 months of severance will continue to belong to the associate. Any
severance in excess of 6 months, however, will not be payable in the event of
rehire.
Answer to the 2nd question: If a person is laid off as a result of the merger
and is rehired within one year of the layoff, the original hire date will be
reinstated. Conversely, the original hire date will not be reinstated if a
person is rehired after voluntarily terminating the company, nor will it be
reinstated if the term of non-employment lasts longer than one year.
QUESTION
- --------
Does AmeriSource have Business Systems Analysts?
ANSWER
- ------
AmeriSource does not have a specific position of Business Systems Analyst.
However, they do perform a Business Systems Analyst function. The title and
organization responsible will be identified during the due diligence and
integration process.
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.