Exhibit 99.01
[Cardinal Health Logo]
7000 Cardinal Place
Dublin, OH 43017
FOR IMMEDIATE RELEASE
www.cardinal.com
CARDINAL HEALTH ALARIS MEDICAL SYSTEMS
Media: Jim Mazzola Media: Frank Jepson
(614) 757-3690 (858) 458-7448
jim.mazzola@cardinal.com fjepson@alarismed.com
Investors: Jim Hinrichs Investors: William Bopp
(614) 757-7828 (858) 458-7994
jim.hinrichs@cardinal.com wbopp@alarismed.com
EDITOR'S NOTE: Cardinal Health and ALARIS Medical Systems will host a conference
call for investors, reporters and financial analysts at 10:30 a.m. eastern
daylight time (EDT) to discuss the acquisition. Participants can access the call
by dialing (706) 634-5100. A replay will be available on May 20 at 8:00 a.m. EDT
until May 22 at 11:00 p.m. EDT by dialing (706) 645-9291, conference ID 7560637.
CARDINAL HEALTH TO ACQUIRE GLOBAL HEALTH CARE TECHNOLOGY
LEADER, ALARIS MEDICAL SYSTEMS
ACQUISITION TO BROADEN PRODUCT AND SERVICE OFFERINGS FOR HOSPITALS,
EXPAND WORLDWIDE OPERATIONS
DUBLIN, OHIO AND SAN DIEGO, MAY 19, 2004 -- Cardinal Health, Inc. (NYSE: CAH),
the leading provider of products and services supporting the health care
industry, and ALARIS Medical Systems, Inc. (NYSE: AMI), a global leader in
intravenous medication safety products and services, today announced a
definitive agreement for Cardinal Health to acquire ALARIS in a transaction
valued at approximately $2 billion, including the assumption of outstanding
debt.
Under the agreement, Cardinal Health has agreed to make a cash tender offer to
acquire all of the outstanding shares of ALARIS common stock at a price of
$22.35 per share.
The acquisition will extend Cardinal Health's portfolio of market leading
products and services to health care providers, and increase its presence in
strategic markets outside the United States. ALARIS develops and markets systems
for the safe delivery of intravenous (IV) medications, and holds long-term
contracts to provide necessary, disposable products for use in those systems.
Nearly two-thirds of ALARIS' revenues are generated by the sale of proprietary
disposable supplies. It also provides a broad suite of professional, technical
and training services to more than 5,000 hospitals and health care systems
worldwide.
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CARDINAL HEALTH TO ACQUIRE GLOBAL HEALTH CARE TECHNOLOGY LEADER, ALARIS
MEDICAL SYSTEMS
PAGE 2
With complementary operations, product lines, distribution networks and
geographic presence, the acquisition will enable Cardinal Health to:
- - BROADEN INTEGRATED PRODUCT AND SERVICE OFFERINGS: ALARIS products and
services fully complement Cardinal Health's integrated provider solutions
for health care customers, with proprietary medical products, distribution
services, consulting services and automation technology. In 2003, ALARIS
launched 19 new products into this market and expects to launch at least 20
more in 2004. These highly automated, proprietary systems with patented
technology are used by the same hospital and provider customers that use
Cardinal Health products and services.
- - BETTER SERVE CUSTOMERS GLOBALLY: ALARIS' established, global operations
with direct sales representatives, nurse trainers and field technicians in
13 countries provide an experienced channel for Cardinal Health's extensive
portfolio of health care products and services. More than 30 percent of
ALARIS' revenue is from customers outside the U.S., and worldwide ALARIS
products are used by more than 5,000 hospital customers. The company is
ranked No. 1 or 2 in most of the countries in which it operates. ALARIS
employs 3,000 people and manufactures products at 4 facilities in North
America and Europe.
- - DELIVER THE MOST COMPREHENSIVE SUITE OF MEDICATION SAFETY SOLUTIONS:
ALARIS' bedside safety offerings in IV medication and infusion therapy
complement Cardinal Health's medication safety offerings at the patient's
bedside. One recent study indicated that medication errors occur in as many
as 1 of every 5 doses given to patients. Both leaders in their respective
markets, Cardinal Health's Pyxis automation systems and ALARIS' bedside
infusion systems have pioneered many of the technological advances made in
the field of medication safety. Combined, Cardinal Health will have the
capability to dispense a comprehensive array of medication dosage forms
delivered at a patient's bedside.
"ALARIS has an excellent reputation in the acute care marketplace and will
further expand Cardinal Health's product and service offerings to this very
strategic market," said Robert D. Walter, chairman and chief executive officer
of Cardinal Health. "The company is a terrific fit with Cardinal Health and we
see a significant opportunity for marketing, sales and operational synergies in
the combined company."
The synergies from this transaction will be immediate and are expected to reach
$80 to $100 million of earnings on a pretax basis by the end of fiscal year
2007. Cardinal Health has already identified these planned synergies, which are
driven by revenue enhancement opportunities and through leverage of existing
infrastructures. As a result, Cardinal Health expects the transaction to be
modestly accretive in its fiscal year 2005 and meaningfully accretive by fiscal
year 2007.
"The market for the IV medication safety products we pioneered is vast and
growing worldwide," said David L. Schlotterbeck, president and chief executive
officer of ALARIS Medical Systems. "Our senior management and exceptional
employee teams are looking forward to the important role we will play as part of
Cardinal Health."
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CARDINAL HEALTH TO ACQUIRE GLOBAL HEALTH CARE TECHNOLOGY LEADER, ALARIS
MEDICAL SYSTEMS
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Upon completion of the acquisition, Schlotterbeck will continue to lead ALARIS
operations, reporting to Cardinal Health President and Chief Operating Officer
George L. Fotiades.
"Markets outside the U.S. - especially Western Europe -- represent a major
growth opportunity for Cardinal Health," Fotiades said. "We expect ALARIS'
experienced, direct sales and service organization will become an important
channel for many of our products in these regions."
The ALARIS Medical Systems Medley(TM) Medication Safety System is a modular
point-of-care computer that integrates infusion, patient monitoring and clinical
best practice guidelines in a single platform for optimal outcomes. Key to the
system is the ALARIS Guardrails(R) Safety Software, a proprietary offering that
supports hospitals in the design, implementation and analysis of clinical best
practices to improve medication safety and clinical productivity.
The ALARIS product line also includes the Gemini(R), Signature Edition,
MedSystems and Asena(R) large-volume pumps and syringe infusion pumps;
ReadyMED(R) ambulatory infusion pumps; disposable administration sets, which
contain the necessary needle-free devices and supplies for infusion systems; and
a range of patient monitoring devices, including sophisticated, proprietary
thermometers and associated disposables.
ALARIS offers a comprehensive set of value-added services, including hardware
and software technical assistance, clinical education, implementation services,
facilitation of database development - critical for medication safety
initiatives - and software maintenance programs.
The agreement provides for Cardinal Health to acquire ALARIS in a two-step
transaction under which a cash tender offer will be made for all outstanding
shares of ALARIS common stock at a price of $22.35 per share. The tender offer
will be followed by a merger in which the holders of the remaining outstanding
shares of ALARIS common stock will also receive $22.35 per share in cash,
without interest. ALARIS' majority shareholder has entered into an agreement to
tender his 65 percent holding into the tender offer. The tender offer will be
conditioned upon a majority of the outstanding shares of ALARIS common stock
being tendered into the offer by holders other than the majority shareholder and
ALARIS directors or officers. The transaction will also be subject to regulatory
clearance and other customary conditions.
Upon completion of the merger, ALARIS will become a wholly owned subsidiary of
Cardinal Health. The agreement has been unanimously approved by both companies'
boards of directors. The transaction is expected to be completed in Cardinal
Health's fourth quarter of fiscal year 2004, ending June 30, 2004.
CONFERENCE CALL
Cardinal Health and ALARIS Medical Systems will host a conference call for
investors, reporters and financial analysts at 10:30 a.m. eastern daylight time
to discuss the acquisition. Participants can access the call by dialing (706)
634-5100. A replay will be available on May 20 at 8:00 a.m. EDT until May 22 at
11:00 p.m. EDT by dialing (706) 645-9291, conference ID 7560637.
-more-
CARDINAL HEALTH TO ACQUIRE GLOBAL HEALTH CARE TECHNOLOGY LEADER, ALARIS
MEDICAL SYSTEMS
PAGE 4
ABOUT ALARIS MEDICAL SYSTEMS
ALARIS Medical Systems (www.alarismed.com) develops and markets products for the
safe delivery of intravenous (IV) medications. The Company's IV medication and
infusion therapy delivery systems, software applications, needle-free
disposables and related monitoring equipment are marketed in the United States
and internationally. ALARIS' "smart" pumps, with the proprietary Guardrails(R)
Safety Software, help to reduce the risks and costs of medication errors, help
to safeguard patients and clinicians and gather and record clinical information
for review, analysis and interpretation. The Company provides its products,
professional and technical support and training services to over 5,000 hospital
and health care systems, as well as alternative care sites, in more than 120
countries through its direct sales force and distributors. Headquartered in San
Diego, California, ALARIS employs approximately 3,000 people worldwide.
ABOUT CARDINAL HEALTH
CARDINAL HEALTH, INC. (www.cardinal.com) is the leading provider of products and
services supporting the health care industry. Cardinal Health develops,
manufactures, packages and markets products for patient care; develops
drug-delivery technologies; distributes pharmaceuticals, medical- surgical and
laboratory supplies; and offers consulting and other services that improve
quality and efficiency in health care. Headquartered in Dublin, Ohio, Cardinal
Health employs more than 50,000 people on five continents and produces annual
revenues of more than $50 billion. Cardinal Health is ranked #17 on the 2004
Fortune 500 list and was named one of the best U.S. companies by Forbes magazine
for 2004.
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Except for historical information, all other information in this news release
consists of forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. The most significant of
these uncertainties are described in Cardinal Health's Form 10-K, Form 8-K and
Form 10-Q reports (including all amendments to those reports) and exhibits to
those reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the loss of one
or more key customer or supplier relationships or changes to the terms of those
relationships, changes in the distribution patterns or reimbursement rates for
health-care products and/or services, the costs and other effects of
governmental regulation and legal and administrative proceedings, and general
economic and market conditions. Cardinal Health undertakes no obligation to
update or revise any forward-looking statement.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities of ALARIS Medical Systems. At the time the expected offer is
commenced, Cardinal Health will file a tender offer statement with the U.S.
Securities and Exchange Commission and ALARIS will file a
solicitation/recommendation statement with respect to the offer. Investors and
ALARIS stockholders are strongly advised to read the tender offer statement
(including the offer to purchase, letter of transmittal and related tender
documents) and the related solicitation/recommendation statement because they
will contain important information. The offer to purchase, the related letter of
transmittal and certain other offer documents, as well as the
solicitation/recommendation statement, will be made available to all
stockholders of ALARIS at no expense to them. These documents will also be
available at no charge at the SEC's website at www.sec.gov.