Filed by Syncor International Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Syncor International Corporation
Commission File No. 0-8640
NASDAQ: SCOR
NYSE: CAH
FOR IMMEDIATE RELEASE
Contact:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International Corp.
(818) 737-4702
David Verbraska
Cardinal Health
614-757-3690
CARDINAL HEALTH initiates
DISCUSSIONS WITH SYNCOR TO POSSIBLY
MODIFY MERGER AGREEMENT
WOODLAND HILLS, CALIFORNIA and DUBLIN, OHIO - November 21, 2002 -
Syncor International Corporation (Nasdaq: SCOR) and Cardinal Health, Inc.
(NYSE: CAH) today announced that Cardinal Health has initiated discussions
with Syncor regarding the possible modification of the terms of their
previously announced merger agreement under which Cardinal Health would
acquire Syncor. While the parties intend to continue these discussions, there
can be no assurance that such discussions will result in the parties agreeing
to any revised terms.
On November 6, 2002, Syncor announced that a newly established
special committee of three outside directors, together with outside counsel,
had been investigating the propriety of certain payments made by certain of
Syncor's international subsidiaries to customers in several foreign countries.
Syncor also announced that the special committee would investigate Syncor's
other foreign operations. Earlier this week, Syncor announced, among other
things, the special committee's findings based on the information it had
gathered to date.
Based on the information Syncor has reviewed as of the date hereof
with respect to the matters currently under investigation by the special
committee, and subject to the terms of any resolution of these matters with
the Securities and Exchange Commission (SEC) and the United States Department
of Justice (DOJ), Syncor believes that the information it has learned in the
investigation would not result in Syncor's failure to satisfy the conditions
to the existing merger agreement. However, Syncor cannot make a definitive
determination as to the impact on the acquisition pending completion of the
investigation and resolution of Syncor's discussions with the SEC and DOJ.
Cardinal Health has not yet concluded whether the conditions to the
transaction will be satisfied and believes that there can be no assurance that
the transaction involving the acquisition of Syncor by Cardinal Health will be
completed. In light of the foregoing, both companies believe that engaging in
discussions regarding a possible modification of certain of the terms of the
existing merger agreement is the best course of action at this time.
The existing merger agreement provides for the acquisition of Syncor
by Cardinal Health in a stock-for-stock transaction in which Syncor would
become a wholly owned subsidiary of Cardinal Health. Terms of the existing
merger agreement call for Syncor stockholders to receive .52 Cardinal Health
common shares for each outstanding share of Syncor common stock.
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.
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.
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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 shareholders on
October 17, 2002 and filed with the SEC. 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 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 at
the SEC's website at www.sec.gov. A free copy of the proxy
statement/prospectus 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 mailed to the stockholders
of Syncor in connection with the transaction, 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 carefully before making any voting or investment
decision.