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.
PharMerica, Inc. Initiates Cash Tender Offer and Consent Solicitation
for Its 8.375% Senior Subordinated Notes Due 2008
ORANGE, Calif.--(BUSINESS WIRE)--July 17, 2001--Bergen Brunswig Corporation
(NYSE:BBC) announced that its wholly owned subsidiary, PharMerica, Inc., today
has initiated a cash tender offer to purchase all of PharMerica's outstanding
8.375% Senior Subordinated Notes due in 2008 (the "Notes") and consent
solicitation. The consent solicitation seeks consents from holders of the Notes
to eliminate substantially all of the restrictive covenants contained in the
Notes' governing indenture.
The purchase price for each $1,000 principal amount of Notes tendered
pursuant to the Offer is $1,010, plus accrued and unpaid interest on the
purchased Notes up to, but not including, the payment date. The consent payment
for each $1,000 principal amount of Notes for which a consent is validly
delivered during the consent solicitation period is $5.00. Holders who tender
their Notes are required to give their consent in the consent solicitation. Any
holder tendering notes after the consent solicitation period but prior to the
expiration of the tender offer period will not be entitled to receive the
consent payment.
This tender offer is expected to remain open until 9:00 A.M. EDT on August
14, 2001. The consent solicitation is expected to remain open until the later of
5:00 P.M. EDT on July 27, 2001 or until consents are received from holders of a
majority (in principal amount) of the outstanding Notes (but no later than the
expiration of the tender offer period). PharMerica will issue a further press
release regarding any extension of these times and dates. Tenders of Notes and
deliveries of consents become irrevocable after the consent solicitation period
expires, unless the offer is subsequently terminated without any Notes being
purchased.
The tender offer and consent solicitation are contingent upon a number of
conditions, including: obtaining consents from holders of a majority (in
principal amount) of the outstanding Notes to the removal of substantially all
of the restrictive covenants in the governing indenture; consummation of the
previously announced "merger-of-equals" transaction between Bergen Brunswig and
AmeriSource Health Corporation; consummation of a bond financing by the combined
AmeriSource-Bergen Corporation yielding net proceeds of at least $300.0 million;
execution of a supplemental indenture containing the proposed amendments; and
other general and customary conditions. The bond financing condition is itself
contingent upon the consummation of the Bergen Brunswig AmeriSource merger. No
assurance can be given that any of these conditions will be satisfied. Since
PharMerica is a wholly owned subsidiary of Bergen Brunswig, no filings are
required to be made with the Securities and Exchange Commission in connection
with this tender offer and consent solicitation.
The terms of the tender offer and consent solicitation are more fully
described in the Offer to Purchase and Consent Solicitation Statement, which is
dated July 17, 2001. The offering statement and related documents provide
additional information regarding the pricing, tender, consent and delivery
procedures, as well as conditions of the tender offer and consent solicitation.
These documents may be obtained by contacting MacKenzie Partners, Inc., the
information agent for the offer and the consent solicitation, at (800) 322-2885
or (212) 929-5500.
Credit Suisse First Boston is the dealer manager for the tender offer and
solicitation agent for the consent solicitation. CSFB is available to answer
questions about the tender offer and consent solicitation at (800) 820-1653 or
(212) 538-8474.
About Bergen Brunswig Corporation
Bergen Brunswig, headquartered in Orange County, California, is a leading
supplier of pharmaceuticals and specialty healthcare products, as well as
information management solutions and consulting services. Bergen Brunswig's
customers include the nation's healthcare providers (hospitals, nursing homes
and physicians), drug stores, manufacturers and patients. Through its
subsidiaries, Bergen Brunswig provides product distribution, logistics, pharmacy
management programs, and Internet fulfillment strategies designed to reduce
costs and improve patient outcomes across the entire healthcare spectrum.
On March 16, 2001, Bergen Brunswig agreed to merge and combine its business
with AmeriSource Health Corporation pursuant to an agreement and plan of merger.
To accomplish the combination of their businesses, AmeriSource and Bergen
Brunswig jointly formed a new company, AmeriSource-Bergen Corporation. Upon
consummation of the transactions contemplated by the agreement and plan of
merger, AmeriSource and Bergen Brunswig each will become a wholly owned
subsidiary of AmeriSource-Bergen. These merger transactions are presently
pending regulatory review.
About PharMerica, Inc.
PharMerica is a leading provider of institutional pharmacy services to the
elderly, chronically ill and disabled in long-term care and alternate site
settings, including skilled nursing facilities, assisted living facilities,
specialty hospitals and residential living communities. PharMerica also provides
mail order home delivery pharmacy services to workers' compensation patients and
the catastrophically ill, and electronically adjudicates workers' compensation
prescription claims from pharmacies on behalf of commercial insurance carriers.
On April 26, 1999, Bergen Brunswig acquired PharMerica, Inc. in a tax-free
merger transaction, in which PharMerica became a wholly owned subsidiary of
Bergen Brunswig. Under the terms of that merger, stockholders of PharMerica
received Bergen Brunswig's Class A Common Stock in exchange for their
outstanding shares of PharMerica common stock, which, at the time, was traded on
the Nasdaq National Market System under the symbol: DOSE. As a result of that
merger, PharMerica ceased to be subject to the SEC's reporting requirements, but
it remains obligated to provide certain financial reports to the trustee under
the Notes' indenture.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only by the Offer to Purchase
and Consent Solicitation Statement. Please refer to the Offer to Purchase and
Consent Solicitation Statement and related documents for information regarding
the pricing, tender, consent and delivery procedures, as well as conditions of
the tender offer and the consent solicitation.
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 requests 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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CONTACT: Bergen Brunswig Corp., Orange
Donna Dolan, 714/385-4226