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: AmeriSource-Bergen Corporation
Commission File Number: 333-61440
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.
AMERISOURCE-BERGEN CORPORATION
MERGER HOTLINE/E-MAIL Q & A
AS OF 06/14/01
QUESTION
- --------
Can you explain what the best of the best really means? What are the criteria of
best of the best?
ANSWER
- ------
A previous "q & a" asked about the "best of the best". The response indicated
that the "best of the best" included associates along with products, services,
and programs from the two companies. The overriding intention of the best of the
best is to build the BEST healthcare services company. As previously stated,
Deloitte Consulting is working with Bergen Brunswig and AmeriSource on the
integration process. The guiding principles for the integration process are: 1)
Focus on the Customer; 2) Integration process will be fair and disciplined; 3)
Communicate openly and frequently; 4) Keep associates motivated; 5) Do the right
thing; 6) Keep our behavior professional and not personal; 7) More
communication.
QUESTION
- --------
I see no representation from the field; VP's of Operations and/or DC Managers.
How could you set up a world class operation without the experience of some of
these associates heading some of these groups. I see corporate staff, which is
not bad, but not with the hands on experience.
ANSWER
- ------
You make a good point. However, the integration teams have visited many
distribution centers throughout Bergen Brunswig and AmeriSource and have
conducted more than fifty interviews with field associates to gain information
about the work processes performed in the Distribution Centers and within the
field sales organization. Keep in mind that the sole purpose of phase one is to
gather data about work processes. As we move through other phases of the
integration process, there will be a need and opportunity for additional
associates' participation.
QUESTION
- --------
Once the merger has been completed, will we be able to make changes in our PIRA,
as with the current process?
ANSWER
- ------
There have been no decisions yet about whether PIRA PLUS will continue "as is"
or be merged with a successor plan. For now, it is "business as usual" as far as
PIRA PLUS is concerned. If, in the future, a decision is made to merge with a
successor plan, you could expect a temporary transition period that would limit
your ability to make changes, but if that happens, there will be ample advance
notice.
QUESTION
- --------
In regards to benefits, does AmeriSource currently recognize Domestic
Partnerships? Will the new company?
ANSWER
- ------
AmeriSource does not currently provide Domestic Partner benefits. No decisions
have been made as to the benefit plans for the new company.
QUESTION
- --------
We are currently doing our budgets or getting ready to do them. Once completed
they typically get presented to the Board of Directors for final approval.
Assuming that the merger between Bergen and AmeriSource is finalized, would we
still work under "our" planned budget? Or? Just curious.
ANSWER
- ------
As you know, Bergen Brunswig and AmeriSource continue to operate as separate
companies. As such, we must each plan for FY2002. Assuming the merger is
completed as planned, the new company will operate with both plans until such
time that functions and departments are consolidated.
QUESTION
- --------
Previously, you stated that "Directors and above have a different severance
package than what is published in the layoff severance policy". Then later
stated, "The severance package is the same for nonexempt and exempt associates.
It is based on years of service with the Company." If the severance package is
the same for nonexempt and exempt associates, why do the directors and above
receive different severance packages?
ANSWER
- ------
Bergen Brunswig is committed to providing a layoff severance policy that is
competitive with the marketplace. In keeping with this philosophy, the company
provides a different severance package for associates in positions of Director
and above because statistics show that it normally takes longer to find jobs at
these levels, since there are few of them in the marketplace.
QUESTION
- --------
If the merger goes through and I am offered my current position with the same
salary, work location, etc., would a severance package still be available to me
if I should elect not to work for the newly formed AmeriSource-Bergen?
ANSWER
- ------
You will not be offered a severance package if there is no change in your
position, salary, work location, etc. in the newly formed AmeriSource-Bergen
Corporation.
QUESTION
- --------
At other companies, the merger/layoff policy and the severance policy included
the ability to collect Unemployment Insurance while still receiving your
severance salary. Will this be part of BBC severance policy?
ANSWER
- ------
The ability to collect Unemployment Insurance is determined by the state in
which you live. Each state has its own rules and regulations regarding the
payment of Unemployment Insurance and will make decisions as to the payment of
Unemployment Insurance based on those rules and regulations.
QUESTION
- --------
As we go through the merger process, there have been, understandably, certain
questions unanswerable at the time the questions were posed. As decisions are
made, will those unanswerable questions be answered automatically on this site
or should the concerned associate re-submit the question at a later time?
ANSWER
- ------
The unanswerable questions will be answered automatically as a merger update.
The concerned associate will not need to re-submit the question. Thanks for the
question!
QUESTION
- --------
When will the merger be complete?
ANSWER
- ------
The anticipated date for the completion of the merger continues to be
mid-August.
QUESTION
- --------
If an associate is on worker's compensation leave and still on leave when the
merger is complete, will he/she get a severance package?
ANSWER
- ------
He/she will get a severance package if his/her job is eliminated.
QUESTION
- --------
I currently have an open Worker's Compensation for an injury that I received in
another division. My question is, when the merger takes place, if the carrier
for Worker's Compensation changes, what will that do to my continued services?
ANSWER
- ------
If you have an open Worker's Compensation case when the merger takes place, you
will continue to be covered by Worker's Compensation insurance.
The following questions relate to the integration process currently underway
- ----------------------------------------------------------------------------
with Deloitte Consulting:
- ------------------------
QUESTION
- --------
In regards to the integration process, what does the term "Day One" mean?
ANSWER
- ------
"Day One" is the first day of operating as a combined entity after the close of
the merger.
QUESTION
- --------
What does the "operating model vision for the new company" mean? Has it been
established?
ANSWER
- ------
The operating model vision for the new company is a description of how the
business will operate as a single company at a point in the future. The
operating model vision is being developed through the work of the Integration
Office and the Steering Committee.
QUESTION
- --------
What is a Volumetric?
ANSWER
- ------
Volumetrics are the how much, how many, how often and what it costs to execute
various work steps. Volumetrics are used to identify synergies, baseline current
operations, establish efficiency standards and determine the cost of an
operation or function at the task level.
QUESTION
- --------
What is Process Mapping?
ANSWER
- ------
Process Mapping provides a clear picture of the actions and steps necessary to
fulfill/complete a business process, e.g., preparing an invoice for payment.
With process maps, we can:
- - quickly determine non-value adding work steps
- - identify best practices that can be implemented in other functions
- - build the roadmap for achieving the operating model vision.
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 statements/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.