Filed by Syncor International Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Syncor International Corporation
Commission File No. 0-8640
THE FOLLOWING PRESS RELEASE WAS ISSUED BY THE REGISTRANT ON JUNE 14, 2002.
FOR IMMEDIATE RELEASE
Cardinal Health, Inc. Contacts:
Media:
Lisa Kim
614-757-3530
Investor Relations:
Stephen Fischbach
614-757-7067
Syncor International Corporation Contact:
William Powell
818-737-4702
CARDINAL HEALTH TO ACQUIRE SYNCOR INTERNATIONAL
Acquisition Focuses on Fast-Growing Nuclear Pharmacy Business
DUBLIN, Ohio, and WOODLAND HILLS, California, June 14, 2002 - Cardinal
Health, Inc. (NYSE: CAH), the leading provider of products and services
supporting the health care industry, and Syncor International Corporation
(Nasdaq: SCOR), the leading provider of nuclear pharmacy services, announce
a definitive agreement allowing Cardinal Health to acquire Syncor for
approximately $1.1 billion. This acquisition provides Cardinal Health with
a leadership presence in the high-growth and profitable nuclear pharmacy
business and advances its strategy of expanding the breadth of offerings it
provides to health care customers.
The acquisition of Syncor is a stock-for-stock deal in which Syncor will
become a wholly owned subsidiary of Cardinal Health. Terms of the
definitive agreement call for Syncor shareholders to receive .52 Cardinal
Health common shares for each outstanding share of Syncor common stock,
with Cardinal Health issuing an aggregate of approximately 14 million
common shares on a fully diluted basis. The transaction is intended to be
tax-free to the holders of Syncor common stock. Cardinal Health will also
assume Syncor's debt, which, net of cash, totaled $202 million as of March
31, 2002. The acquisition is expected to be completed by the end of 2002,
subject to regulatory clearance, approval by Syncor shareholders, and other
customary conditions. Cardinal Health expects the completed acquisition to
be accretive to its earnings within the first year.
Syncor pioneered the concept of centralized nuclear pharmacy services, also
known as radiopharmacy, in 1974. It compounds and dispenses
radiopharmaceuticals for diagnostic and therapeutic use for oncology and
heart disease applications, among others. These medicines also allow
physicians to investigate the function of various organs and treat illness
without the risk or expense of surgery. Syncor's net sales grew 23 percent
in FY 2001 to $775 million, 73 percent coming from the nuclear pharmacy
business.
Syncor also operates a network of imaging centers, a business it announced
earlier this year that it did not intend to further expand. Syncor has
decided to exit this business either before or shortly following the
completion of the acquisition. Syncor also announced earlier this year that
it was rationalizing its international operations. Cardinal Health will
accelerate that rationalization following the acquisition.
"Syncor is a leader in radiopharmacy services and is a tremendous fit with
Cardinal Health. With Syncor, we will have a strong core nuclear pharmacy
service we can offer our provider customers and also an attractive
commercialization and logistics solution for manufacturers of complex
pharmaceuticals," said Robert D. Walter, chairman and chief executive
officer of Cardinal Health. "This combination expands Cardinal Health's
breadth of offerings, including our complementary Central Pharmacy Services
business, and provides another opportunity to introduce our products and
services to new customers and more effectively deliver value to health care
providers."
"Cardinal Health's resources and leadership position in health care will be
a tremendous asset for Syncor," said Monty Fu, chairman and founder of
Syncor. "As a result of our partnership, the combined relationships with
providers and manufacturers as well as the capability to offer more nuclear
pharmacy products and services to customers will far exceed what either
company could accomplish independently."
"Syncor's commitment to service and professionalism, bias towards action,
and business innovation are the reasons why we are so successful in the
radiopharmacy business," said Robert G. Funari, president and chief
executive officer, Syncor International Corporation. "These are
characteristics we share with Cardinal Health so we are excited to build on
our considerable success through this new association."
Conference Call Today
Cardinal Health has scheduled a conference call for today at 1 p.m. Eastern
Daylight Time (EDT) to discuss the Syncor International acquisition. To
access this discussion, please dial 706-679-0766. A replay of the
conference call will be available from 4 p.m. (EDT) on June 14, 2002
through 5 p.m. (EDT) on June 19, 2002 by dialing 706-645-9291, passcode
4534792.
About Syncor
Syncor International Corporation is a leading provider of high technology
health care services concentrating on nuclear pharmacy services, medical
imaging, niche manufacturing and radiotherapy. In the nuclear pharmacy
services business, Syncor compounds and dispenses radiopharmaceuticals for
diagnostic and therapeutic use by nuclear medicine departments in hospitals
and outpatient clinics. Syncor distributes these time-critical
pharmaceuticals to more than 7,000 U.S.-based customers through an
integrated network of 130 domestic and 19 international nuclear pharmacies.
Medical imaging services are provided through an integrated network of 72
domestic and 19 internationally owned or operated facilities. Medical
imaging operations are conducted by Syncor's wholly owned subsidiary,
Comprehensive Medical Imaging, Inc. Syncor also owns or operates eight
domestic and two international production facilities for positron emission
tomography (PET) radiopharmaceuticals, and is a party to a series of
agreements to make PET technology more accessible to healthcare providers
and patients nationwide. For more information visit www.syncor.com.
About Cardinal Health
Cardinal Health, Inc. (www.cardinal.com) is the leading provider of
products and services supporting the health care industry. Cardinal Health
companies develop, manufacture, package and market products for patient
care; develop drug-delivery technologies; distribute pharmaceuticals,
medical-surgical and laboratory supplies; and offer consulting and other
services that improve quality and efficiency in health care. Headquartered
in Dublin, Ohio, Cardinal Health employs more than 49,000 people on five
continents and produces annual revenues of more than $40 billion. Cardinal
Health is ranked #23 on the current Fortune 500 list and was named as one
of the "The World's Best" companies by Forbes magazine in 2002.
Except for historical information, all other information in this news
release consists of forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. 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 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, changes in the
distribution outsourcing patterns for health-care products and/or services,
the costs and other effects of governmental regulation and legal and
administrative proceedings, and general economic conditions. Cardinal
undertakes no obligation to update or revise any forward-looking
statements.
Information regarding the identity of the persons who may, under SEC rules,
be deemed to be participants in the solicitation of stockholders of Syncor
International Corporation ("Syncor") in connection with the proposed
merger, and their interests in the solicitation, is set forth in a Schedule
14A filed on the date of this press release with the SEC. Cardinal Health,
Inc. ("Cardinal") intends to file a registration statement on Form S-4 in
connection with the transaction, and Syncor intends to mail a proxy
statement/prospectus to its stockholders in connection with the
transaction. Investors and security holders of Syncor are urged to read the
proxy statement/prospectus when it becomes available because it will
contain important information about Cardinal, Syncor and the transaction.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when it is available) at the SEC's web sit at
www.sec.gov. A free copy of the proxy statement/prospectus may also be
obtained from Cardinal or Syncor. Cardinal and Syncor and their respective
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of Syncor in favor of the
transaction. Information regarding the interests of Syncor's officers and
directors in the transaction will be included in the joint proxy
statement/prospectus. In addition to the registration statement on Form S-4
to be filed by Cardinal in connection with the transaction, and the proxy
statement/prospectus to be mailed to the stockholders of Syncor in
connection with the transaction, each of Cardinal and Syncor file annual,
quarterly and special reports, proxy and information statements, and other
information with the SEC. Investors may read and copy any of these reports,
statements and other information at the SEC's public reference room located
at 450 5th Street, N.W., Washington, D.C., 20549. Investors should call the
SEC at 1-800-SEC-0330 for further information. The reports, statements and
other information filed by Cardinal and Syncor with the SEC are also
available for free at the SEC's web site at www.sec.gov. A free copy of
these reports, statements and other information may also be obtained from
Cardinal or Syncor. Investors should read the proxy statement/prospectus
carefully when it becomes available before making any voting or investment
decision.
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