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-Bergen, together with
AmeriSource and Bergen Brunswig, filed a preliminary joint proxy
statement/prospectus with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE 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 definitive joint proxy statement/prospectus (when available) and other
documents filed by AmeriSource-Bergen (as well as by AmeriSource and Bergen
Brunswig) at the Securities and Exchange Commission's web site at www.sec.gov.
The definitive 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 Brunswig Logo]
Bergen Brunswig Corporation
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Goldman Sachs
22nd Annual Healthcare
Conference
June 13, 2001
- --------------------------------------------------------------------------------
Bergen Brunswig Corporation
Robert E. Martini
Chairman and Chief Executive Officer
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Safe Harbor Clause
Some of the information in this presentation may constitute forward-looking
statements which are subject to uncertainties which could cause actual results
to differ materially from those projected or implied. These uncertainties are
described in the Company's reports and exhibits filed with the Securities and
Exchange Commission.
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BBC Segments and Subsidiaries
- -------------------- |
: Bergen Brunswig : | Drug Company -- Leading distributor of products sold
: Corporation : | or used by institutional and retail pharmacies.
- -------------------- |
| | | Specialty Group -- Leading supplie of goods and
| | | services to physicians in the nephrology, oncology,
| ----------------- | plasma, primary care, and vaccine healthcare
| : Pharmaceutical : | segments.
| : Distribution :--|
| : Segment : |
| ----------------- |
|
|
| | PharMerica -- Leading provider of institutional
| | pharmacy care and pharmacy management services.
| ----------------- |
|--: PharMerica :--| PMSI -- Premier provider of direct pharmaceutical
: Segment : | service to workers' compensation and catastrophic
----------------- | care patients.
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Segment Net Sales*
& EBITDA
YTD 2nd Quarter
FY 2001
Net Sales EBITDA
[Pie chart showing 93% [Pie chart showing 80% Pharmaceutical
Pharmaceutical Distribution Distribution and 20% PharMerica]
and 7% PharMerica]
*Revenues before intersegment elimination and corporate
- --------------------------------------------------------------------------------
BBC Subsidiary * BBDC Divisions
Divisions * BBSG Divisions
* PharMerica Sites
[Map of United States plus Puerto Rico and Hawaii showing BBDC
Divisions, BBSG Divisions and PharMerica sites]
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Bergen Brunswig Corporation
- - Navigated Rough Waters in fiscal 2000
- Less than optimal credit for investment buying
- Certain divisions not providing sufficient return
- - Re-capitalized the business through
- Asset sales
- Refinanced debt
- - Re-focused on our core businesses
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BBC Fiscal 2001 Goals
- - Exceed revenue and earnings guidance of
10% and 30%, respectively
- - Improve operating margins
- - Further monetize under performing assets
- - Continue to improve credit profile
- - Reinvest in short term, high return,
predictable investments
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Bergen Brunswig Corporation
Neil F. Dimick
Executive Vice President and
Chief Financial Officer
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Historical Strengths
Pro Forma Excluding Special Charges and Discontinued Operations
REVENUE EBITDA
[bar chart showing revenue growth] [bar chart showing EBITDA growth]
- --------------------------------------------------------------------------------
Credit Position
- - Started fiscal 2001 with debt reduced to $1.1
billion
- Reduction of long-term debt in 4Q: 29%
- - By 3/31/2001, $800 million revolver component
of bank credit facility was unused
- To be used for investments in inventory
- - Asset securitization program increased to $450
million for improved flexibility
- $300 million utilized at 3/31/2001
- --------------------------------------------------------------------------------
Operating Results: Fiscal 2000
($ in millions except EPS)
Pro Forma Excluding Special Charges and Discontinued Operations
FY 2000 FY 1999 % Change
------- ------- --------
Revenues* $18,726 $16,138 16%
EBITDA $366 $312 17%
Interest Expense $135 $67 101%
Earnings $80 $112 (28%)
EPS-Diluted $0.60 $0.94 (36%)
*exclude bulk shipments
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Second Quarter Operating Results*
($ in millions except EPS)
FY 2001 FY 2000 % Change
------- ------- --------
Revenues** $4,987 $4,573 9%
EBITDA $108 $98 11%
Interest Expense $43 $30 43%
Earnings $28 $24 19%
EPS-Diluted $0.21 $0.18 17%
* Continuing operations
** Exclude bulk shipments
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Fiscal 2001 & Beyond
Major Industry Growth Drivers
- Aging of Americans
- Increased Drug Utilization
- Brand to Generic Conversions
- Biotech Revolution
- --------------------------------------------------------------------------------
Industry Growth Drivers
Aging of Americans
- 35M people over 65 years old currently
- 75M Baby Boomers
- Become elder boomers within the next
decade
- Wealthy and well educated
- Less dependent on MediCaid
- High expectations for their health care
- Life expectancy continues to increase
- --------------------------------------------------------------------------------
Industry Growth Drivers
Drug Utilization
[bar chart showing drug utilization by the general population,
65-74 years and 75+ years]
Total Rx's/Year
Source:
National
Ambulatory
Medical Care
Survey
- --------------------------------------------------------------------------------
Industry Growth Drivers
Brand to Generic Conversion
- Most significant patent expiration in history will take place over the
next five years
- Between 2001 and 2005, over $30 billion in
branded products will move to generic
- Generics are 50% more profitable to the wholesaler
- --------------------------------------------------------------------------------
Industry Growth Drivers
Biotech Revolution
- Growing pipeline of biotech drugs
- 1,200 + biotech manufacturers
- 369 new drugs in development
- New biotech based therapies are expensive
- Treatments are shifting to outpatient
environment from the hospital setting
"On the horizon is the richest pipeline of potential blockbuster
biotech drugs in history."
- Warburg Dillon Read LLC 3/00
- --------------------------------------------------------------------------------
Bergen Brunswig Segments
Positive Market Positions
- Pharmaceutical Distribution Segment
- Drug Company positioned to capitalize on market
trends
- Specialty Group developing its role in the
Oncology Market
- PharMerica
- Improving Business Dynamics
- --------------------------------------------------------------------------------
Pharmaceutical Distribution Segment
Net Sales
[pie chart showing net sales by drug company (92%) and specialty
group (8%)]
2nd quarter
YTD 2001
- --------------------------------------------------------------------------------
Drug Company
| Robust Distribution
| Network
Market |
Trends | - 29 Major Metropolitan Areas
| - Highly efficient, Low cost
Pharmaceutical Growth ---------| - High quality
| - Available capacity flexible:
| B2B, DTC, DTP
| - Diverse product selection
| - Speed to Market: New
| Product Placement (NPP)
- --------------------------------------------------------------------------------
Drug Company
| Customer Portfolio
Market |
Trends | Retail 54%, Health Systems 46%
| - Chains: Longs, Publix, CVS
| - Mail Service: Merck-Medco,
Service ---------| Advance PCS
| - Independents: United GPO,
| Good Neighbor Pharmacies
| - 2000+ independents
| - Ranked #7 in consumer
| preference
- --------------------------------------------------------------------------------
Drug Company
| Logistic Solutions
|
Market | - RightPak
Trends | - Broad array of fastest
| moving products in
Pharmacist ---------| "ready to dispense"
Shortage | quantities/packaging
| - Central Fill
| - Off-site prescription filling
| on behalf of customers
|
- --------------------------------------------------------------------------------
Specialty Group: Oncology
"The cancer market remains one of the largest
untapped disease markets in the world."
- PaineWebber US Portfolio Managers Spotlight 11/00
- Market for cancer drugs is estimated
at $9 Billion
- Growing at 20% + per year
- 75% of the medical oncologists are in
private practice
- BBSG Currently serves 2,200+ active
customers
- --------------------------------------------------------------------------------
PharMerica Major Segments
Net Sales & EBITDA*
Net Sales EBITDA*
[Pie chart showing net sales of [Pie chart showing EBITDA for long
79% for long term care and 21% term care of 64% and 36% for
for workers' compensation] workers' compensation]
2nd Quarter YTD 2001
*EBITDA before corporate
expenses and special charges
- --------------------------------------------------------------------------------
PharMerica
Recent Events
- - Renewal and expansion of Beverly
contract
- Five years totaling $1.05 Billion
- Solidifies PharMerica's largest customer
- - Tightened credit policies, enhanced
collection practices
- Generated improvements in cash collections and
accounts receivable
- -------------------------------------------------------------------------------
PharMerica - DSO Improvements
[bar graph comparing gross DSO and net DSO for the fourth
quarter in 1999 through the second quarter in 2001]
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Bergen Brunswig Corporation
Fiscal 2001 Progress
- Meeting revenue expectations.
- Improving operating margins with margin
expansion going forward.
- Controlling expenses at all levels.
- Meeting profit expectations.
- Reducing interest expense.
- Maintaining sufficient liquidity to maximize
returns.
- Producing positive momentum with stable and
predictable outcomes.
- --------------------------------------------------------------------------------
AmeriSource-Bergen Merger
Focused Business Strategy
- Pharmaceutical Distribution - $35 billion annual revenue
- Both customer service driven
- Value Added Solutions
- American Health Packaging
- ASD Specialty Heathcare
- Good Neighbor Pharmacy & Family Pharmacy
- Pharmacy Healthcare Solutions
- PharMerica
- Continuous Productivity & Quality Improvement
[AmeriSource Logo] [Bergen Logo]
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AmeriSource-Bergen Merger
Synergies
- $125 million in savings by end of third year
- Rationalization of distribution network
- Consolidation of corporate staffs
- Purchasing efficiencies, especially generics
- Other opportunities for synergies
- Working capital savings
- Access to lower cost capital
- Cost Avoidance
[AmeriSource Logo] [Bergen Logo]
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Additional Information &
Participants in Solicitation
In connection with their proposed merger, AmeriSource-Bergen, together
with AmeriSource and Bergen Brunswig, filed a preliminary joint proxy
statement/prospectus with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE 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
definitive joint proxy statement/prospectus (when available) and other documents
filed by AmeriSource-Bergen (as well as by AmeriSource and Bergen Brunswig) at
the Securities and Exchange Commission's web site at www.sec.gov. The definitive
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.
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 Brunswig Corporation logo omitted]