Filed by AmeriSource Health Corporation pursuant
to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: AmerisourceBergen Corporation
Commission File Number: 333-61440
Forward-Looking Statements
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The following communications contain certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements
herein include statements addressing future financial and operating results of
AmeriSource and Bergen Brunswig and the timing, benefits and other aspects of
the proposed merger.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: inability to
obtain, or meet conditions imposed for, governmental approvals for the
transaction; failure of the stockholders of AmeriSource and Bergen Brunswig to
approve the merger; the risk that the businesses of AmeriSource and Bergen
Brunswig will not be integrated successfully; failure to obtain and retain
expected synergies; and other economic, business, competitive and/or regulatory
factors affecting the businesses of AmeriSource and Bergen Brunswig generally.
More detailed information about these factors is set forth in AmeriSource's and
Bergen Brunswig's filings with the Securities and Exchange Commission, including
each of their Annual Reports on Form 10-K for fiscal 2000 and their most recent
quarterly reports on Form 10-Q. AmeriSource and Bergen Brunswig are under no
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.
Additional Information
----------------------
In connection with their proposed merger, AmeriSource and Bergen Brunswig filed
a joint proxy statement/prospectus with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
and other documents filed by AmeriSource and Bergen Brunswig at the SEC's web
site at www.sec.gov. The joint proxy statement/prospectus and such other
documents may also be obtained for free from AmeriSource or from Bergen Brunswig
by directing such request to AmeriSource Health Corporation, General Counsel,
1300 Morris Drive, Suite 100, Chesterbrook, Pennsylvania 19087-5594, telephone:
(610) 727-7000; or to Bergen Brunswig Corporation, Attention: Corporate
Secretary, 4000 Metropolitan Drive, Orange, California 92868-3510, Telephone:
(714)385-4000.
[LOGO OF AMERISOURCE HEALTH CORPORATION] [LOGO OF BERGEN BRUNSWIG CORPORATION]
FEDERAL TRADE COMMISSION ENDS REVIEW
OF THE PROPOSED AMERISOURCE AND BERGEN BRUNSWIG MERGER
VALLEY FORGE, PA, and ORANGE, CA, August 24, 2001 - AmeriSource Health
Corporation (NYSE: AAS) and Bergen Brunswig Corporation (NYSE: BBC) today
announced that the Federal Trade Commission has closed its investigation of the
proposed AmeriSource and Bergen Brunswig merger. As a result, the FTC has
terminated the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act, and the two companies are free to proceed with their combination.
Each company has scheduled a special shareholders' meeting for approval of
the merger for Wednesday, August 29, 2001. The transaction is expected to close
by the end of August 2001.
On March 19, 2001, AmeriSource and Bergen Brunswig announced that they had
entered into a merger agreement to create a new company named AmerisourceBergen
Corporation. Under the terms of the agreement, each share of Bergen Brunswig
common stock will be converted into 0.37 shares of AmerisourceBergen common
stock and each share of AmeriSource common stock will be converted into one
share of AmerisourceBergen common stock.
About AmeriSource
AmeriSource Health Corporation, with approximately $14 billion in
annualized operating revenue, is a leading distributor of pharmaceutical and
related healthcare products and services, and the industry's largest provider of
pharmaceuticals to acute care/health systems customers. Headquartered in Valley
Forge, PA, the Company serves its base of about 15,000 customer accounts through
a national network of 22 strategically located drug distribution facilities. For
news and additional information about the Company, visit its web site at
www.amerisource.com.
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2
About Bergen Brunswig
Bergen Brunswig Corporation, headquartered in Orange County, California, is
a leading supplier of pharmaceuticals and specialty healthcare products as well
as information management solutions and consulting services. Bergen's customers
include the nation's healthcare providers (hospitals, nursing homes,
physicians), drug stores, manufacturers and patients. Through its subsidiary
companies, Bergen provides product distribution, logistics, pharmacy management
programs, and Internet fulfillment strategies designed to reduce costs and
improve patient outcomes across the entire healthcare spectrum. Bergen Brunswig
press releases are available on the Company's web site at
www.bergenbrunswig.com.
----------------------
Forward-Looking Statements
The matters discussed in this press release may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act of 1934. Certain forward-looking statements can
be identified by the use of forward-looking terminology such as `believes',
expects', `may', `will', `could', `should', `seeks', `approximately', `intends',
`plans', `estimates', or `anticipates', or the negative thereof or another
comparable terminology, and statements addressing the timing, benefits and other
aspects of the proposed merger. The following factors, among others could cause
actual results to differ materially from those described in the forward-looking
statements: inability to obtain or meet conditions imposed for government
approvals for the transaction; failure of stockholders of AmeriSource and Bergen
to approve the merger; the risk that the businesses of AmeriSource and Bergen
will not be integrated successfully; failure to obtain and retain expected
synergies; and other economic, business, competitive and/or regulatory factors
affecting the business of AmeriSource and Bergen generally. The inclusion of
forward-looking statements in this press release by AmeriSource and Bergen
should not be regarded as representations by the companies that the plans of
AmeriSource and Bergen or AmerisourceBergen will be achieved. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. AmeriSource and Bergen assume no obligation to
update the information contained in this press release.
Additional Information
In connection with their proposed merger, AmeriSource and Bergen Brunswig filed
a joint proxy statement/prospectus with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
and other documents filed by AmeriSource and Bergen Brunswig at the Securities
and Exchange Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained for free from
AmeriSource or from Bergen Brunswig by directing such request to AmeriSource
Health Corporation, General Counsel, 1300 Morris Drive, Suite 100, Chesterbrook,
Pennsylvania 19087-5594, Telephone: (610) 727-7000; or to Bergen Brunswig
Corporation, Attention: Corporate Secretary, 4000 Metropolitan Drive, Orange,
California 92868-3510, Telephone: (714) 385-4000.
Contact: Michael N. Kilpatric Donna Dolan
610-727-7118 714-385-4226
mkilpatric@amerisource.com donna.dolan@bergenbrunswig.com
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