Filed by Cardinal Health, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Syncor International Inc.
Commission File No. 000-08640
[Cardinal Health Logo] [Syncor Logo]
7000 Cardinal Place
Dublin, OH 43017
www.cardinal.com
FOR IMMEDIATE RELEASE
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
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CARDINAL HEALTH AND SYNCOR ANNOUNCE AMENDED MERGER AGREEMENT
PAGE 2
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-
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CARDINAL HEALTH AND SYNCOR ANNOUNCE AMENDED MERGER AGREEMENT
PAGE 3
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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