EXHIBIT 99.1
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Contacts:
David Verbraska - Media Allan Mayer
Cardinal Health, Inc. Sitrick And Company
(614) 757-3690 (310) 788-2850
Steve Fischbach - Investor Relations Bill Powell - Investor Relations
Cardinal Health, Inc. Syncor International Corp.
(614) 757-7067 (818) 737-4702
CARDINAL HEALTH AND SYNCOR ANNOUNCE AMENDED MERGER AGREEMENT
o Exchange Ratio Lowered to 0.47 Cardinal Health Common Shares per
Syncor Share
o Merger to Create Leading U.S. Nuclear Pharmacy Services Business
o Syncor Reaches Agreements with Department of Justice and Staff of
Securities and Exchange Commission
o Extensive Due Diligence Confirms Quality of Core Operations
DUBLIN, OHIO and WOODLAND HILLS, CALIFORNIA - December 4, 2002 - Cardinal
Health, Inc. (NYSE: CAH) and Syncor International Corporation (Nasdaq:
SCOR) today announced that they have amended the June 14, 2002 merger
agreement pursuant to which Cardinal Health will acquire Syncor in a
stock-for-stock merger transaction. Under the terms of the revised
agreement, Syncor stockholders will receive 0.47 of a Cardinal Health
common share in exchange for each outstanding share of Syncor common stock.
The original merger agreement had provided for a 0.52 exchange ratio.
Cardinal Health further announced it is satisfied that it can move forward
with the acquisition in a manner that is consistent with its high
standards. Following the acquisition, Syncor's core domestic nuclear
pharmacy business and the Central Pharmacy Services (CPSI) business of
Cardinal Health will be combined, creating a leading provider in the fast
growing and profitable nuclear pharmacy services business and furthering
Cardinal Health's strategy of expanding its breadth of offerings to health
care customers.
Syncor also announced today that it had reached separate agreements with
the U.S. Department of Justice (DOJ) and the staff of the U.S. Securities
and Exchange Commission (SEC) related to the previously disclosed improper
payments made by Syncor subsidiaries in certain foreign countries.
"We have taken the steps and the time necessary to be fully satisfied that
we can move forward with the acquisition of Syncor consistent with Cardinal
Health's high standards of conduct," said Robert D. Walter, chairman and
chief executive officer of Cardinal Health. "As a result of our further
extensive domestic and international due diligence, which included
investigations conducted by outside legal and forensic accounting teams,
and the separate investigation conducted by the Syncor Special Committee,
the issues have been identified and dealt with decisively. We believe that
these actions, in conjunction with the agreements reached with the
Department of Justice and SEC, bring these issues to closure and give us
the confidence that Cardinal Health shareholders will be protected as we
move forward to complete the acquisition."
Upon completion of the acquisition, the Syncor operations will be
integrated with Central Pharmacy Services (CPSI) to become the Nuclear
Pharmacy Services business in the Pharmaceutical Technologies and Services
(PTS) group of Cardinal Health. "Both Cardinal Health's CPSI business and
Syncor's core domestic nuclear pharmacy business continue to deliver strong
performance," said George Fotiades, who oversees the PTS group. "Syncor's
domestic nuclear pharmaceutical operations represent an attractive fit with
our existing nuclear pharmacy services offering, and will enhance our
relationships with pharmaceutical manufacturers and biotech companies."
Syncor will continue with previously announced plans to sell its imaging
business and further rationalize its international operations.
The agreement Syncor reached with the DOJ requires Syncor Taiwan, Inc., a
subsidiary of Syncor, to plead guilty to one count under the Foreign
Corrupt Practices Act (FCPA) and to pay a fine of $2 million relating to
improper payments to employees of state-owned health care facilities in
Taiwan. The agreement with the DOJ is subject to court approval of the plea
agreement. The agreement Syncor reached with the staff of the SEC requires
Syncor, without admitting or denying any findings, to consent to the entry
of a cease and desist order prohibiting further violations of the FCPA and
to pay a civil penalty of $500,000 relating to certain activities of
Syncor's foreign subsidiaries. Syncor's board of directors will be required
to appoint an independent consultant to review and make recommendations to
improve Syncor's internal controls, record-keeping and financial reporting
policies and procedures as they relate to the anti-bribery provisions of
the FCPA. The agreement with the staff of the SEC requires approval by the
Securities and Exchange Commission and the civil penalty is subject to
court approval.
"I am pleased that we can now focus on merging our domestic operations with
Cardinal Health to create a world-class nuclear pharmacy services
offering," said Robert Funari, president and chief executive officer,
Syncor International.
Cardinal Health and Syncor currently expect to complete the transaction in
December 2002 or January 2003, with Cardinal Health issuing approximately
13 million shares to Syncor stockholders. Completion of the acquisition
remains subject to customary conditions including, among others, approval
of the revised merger agreement by the Syncor stockholders. As previously
announced, Syncor will convene a stockholders meeting on December 6, 2002,
for the sole purpose of adjourning the meeting to a later date so that
additional information can be provided to stockholders. Syncor expects to
mail additional information to its stockholders regarding the revised
merger agreement, a new stockholders meeting date and other important
information as soon as the materials are filed and cleared by the
corporation finance division of the SEC.
About Cardinal Health
Cardinal Health, Inc. 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 $44 billion.
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 73
domestic and 19 internationally owned or operated facilities. Syncor
announced on June 14, 2002 that it intends to exit the U.S. medical imaging
business. Syncor also owns or operates ten 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.
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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 Syncor's and
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, 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. Syncor and
Cardinal Health undertake 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 the
definitive proxy statement/prospectus dated October 16, 2002 mailed to
Syncor stockholders on October 17, 2002 and filed with the SEC as well as
supplemental proxy material dated, mailed and filed with the SEC on
November 25, 2002. Additional proxy materials will be filed with the SEC
shortly. Cardinal Health, Inc. ("Cardinal Health") has filed a registration
statement on Form S-4 in connection with the transaction. Investors and
security holders of Syncor are urged to read the definitive proxy
statement/prospectus and supplemental proxy material because it contains
important information about Cardinal Health, Syncor and the transaction.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and the supplemental proxy material, as well as
additional proxy materials when they are filed, at the SEC's web site at
www.sec.gov. A free copy of the proxy statement/prospectus and the
supplemental proxy material, as well as any additional proxy materials once
they are filed, may also be obtained from Cardinal Health or Syncor.
Cardinal Health 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. In addition to
the registration statement on Form S-4 filed by Cardinal Health in
connection with the transaction, and the proxy statement/prospectus and
supplemental proxy material mailed to the stockholders of Syncor in
connection with the transaction, as well as any additional proxy materials
once they are filed, each of Cardinal Health 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 Health 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 Health or Syncor. Investors should read the proxy
statement/prospectus, the supplemental proxy materials, as well as any
additional proxy materials once they are filed, carefully before making any
voting or investment decision.
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