Exhibit 99.2
News Release
AmerisourceBergen
Contact: Michael N. Kilpatric Donna Dolan
610/727-7118 714/385-4226
mkilpatric@amerisource.com donna.dolan@bergenbrunswig.com
AMERISOURCE AND BERGEN BRUNSWIG MERGE TO
CREATE NEW INDUSTRY LEADER, AMERISOURCEBERGEN
Combination Creates Leader In Pharmaceutical Supply Chain Management
New NYSE Trading Symbol is "ABC"
VALLEY FORGE, PA, August 29, 2001 - AmerisourceBergen Corporation
(NYSE:ABC) today announced that AmeriSource Health Corporation and Bergen
Brunswig Corporation have completed their merger of equals to form a new
company, AmerisourceBergen Corporation. The Company is a new leader in U.S.
pharmaceutical services with approximately $36 billion in annualized operating
revenues. Headquartered in Valley Forge, Pennsylvania, the new company will
begin trading under the symbol "ABC," tomorrow, August 30, 2001, on the New York
Stock Exchange.
AmeriSource and Bergen Brunswig shareholders approved the merger during
independent meetings held earlier today. Under the terms of the merger
agreement, each share of Bergen Brunswig common stock was converted into 0.37 of
a share of AmerisourceBergen common stock and each share of AmeriSource common
stock was converted into one share of AmerisourceBergen common stock. The new
Company will have approximately 103 million shares outstanding.
"The creation of AmerisourceBergen signals the arrival of a new leader in
pharmaceutical services, a company that will be more than the sum of its parts,"
said Robert E. Martini, Chairman of AmerisourceBergen. "Built on a foundation of
superior customer service, the new company will combine the best people, the
best operations and the best programs to deliver a new level of value to every
step of the pharmaceutical supply chain."
R. David Yost, AmerisourceBergen's President and Chief Executive Officer,
said, "The resources and people of this new Company will allow us to establish a
new model in the pharmaceutical supply chain. Anchored in exceptional customer
service, we will build
News Release
shareholder value by delivering pharmaceutical and healthcare products, services
and solutions in innovative and cost effective ways. Our single focus on
pharmaceutical services will provide the best service in the pharmaceutical
supply chain with improved operational efficiencies and expanded offerings and
programs."
Board of Directors
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AmerisourceBergen also named six new members to its Board of Directors.
AmeriSource designated three of the new directors, each from the previous
AmeriSource Board. They are: Richard C. Gozon, Executive Vice President,
Weyerhaeuser Company; Edward E. Hagenlocker, Retired Vice Chairman, Ford Motor
Company; and J. Lawrence Wilson, Retired Chairman and Chief Executive Officer,
Rohm and Haas Company.
Bergen Brunswig also designated three new directors, each from the previous
Bergen Brunswig Board. They are: Rodney H. Brady, President and Chief Executive
Officer, Deseret Management Corporation; James R. Mellor, Chairman of the Board,
USEC, Inc. and Former Chairman of the Board and Chief Executive Officer, General
Dynamics Corporation; and Francis G. Rodgers, Author and Lecturer and Former
Vice President, Marketing, IBM.
Mr. Martini and Mr. Yost were previously appointed members of the new
Board. In addition, two unaffiliated directors will be named in the near future.
Management
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In addition to Mr. Yost, the senior management of AmerisourceBergen
includes Kurt J. Hilzinger, Executive Vice President and Chief Operating
Officer, and Neil F. Dimick, Executive Vice President and Chief Financial
Officer.
The senior management also includes three Senior Vice Presidents. They are
Brent R. Martini, President of AmerisourceBergen Drug Company; Charles J.
Carpenter, President of PharMerica; and Steven H. Collis, President of ASD
Specialty Healthcare, Inc.
Synergies
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As announced earlier, AmerisourceBergen expects to achieve $125 million in
annual pre-tax operating savings by the end of the third anniversary of the
merger. The savings will
News Release
come primarily from reducing the number of distribution centers from the current
51 to approximately 30, consolidation of corporate staffs, and efficiencies in
purchasing.
Said Mr. Yost, "We have done a significant amount of work over the last
five months evaluating operational and corporate functions, and we are convinced
that we'll be able to deliver efficiencies that will meet or exceed these
savings."
New Capital Structure
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In conjunction with the merger, AmerisourceBergen realigned its capital
structure, issuing $500 million of 8.125 percent senior notes and retiring the
tendered bonds of its subsidiary, PharMerica. The tender offer for the
PharMerica bonds expires today. The Company also obtained a new $1.3 billion
credit facility, comprised of a $300 million term loan and a $1 billion
revolving credit facility.
Proceeds from the new notes will be used together with proceeds from the
new credit facility to repay AmeriSource's and Bergen's existing senior secured
credit facilities, to pay fees and expenses associated with the merger, to
repurchase or repay certain of Bergen's other indebtedness, and for general
corporate purposes such as working capital and capital expenditures.
AmerisourceBergen
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AmerisourceBergen (NYSE:ABC) is the largest pharmaceutical services company
in the United States dedicated solely to the pharmaceutical supply chain. It is
the leading distributor of pharmaceutical products and services to the hospital
systems/acute care market, alternative care facilities, and independent
community pharmacies. The Company is also a leader in the institutional pharmacy
marketplace. With approximately $36 billion in annualized operating revenues,
AmerisourceBergen is headquartered in Valley Forge, PA, and employs more than
13,000 people serving over 25,000 customers.
FORWARD-LOOKING STATEMENTS
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This press release may 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
AmerisourceBergen and the benefits and other aspects of the merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: 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 business
of AmerisourceBergen 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, their most
recent quarterly reports on Form 10-Q, and their joint proxy
statement-prospectus dated August 1, 2001. AmerisourceBergen, 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.
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