Filed by: Bergen Brunswig Corporation. This
Communication is filed pursuant to Rule 425
under The Securities Act of 1933, as amended,
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
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, AmerisourceBergen, together with
AmeriSource and Bergen Brunswig, filed a preliminary joint proxy
statement/prospectus with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the definitive joint proxy statement/prospectus (when available) and other
documents filed by AmerisourceBergen (as well as by AmeriSource and Bergen
Brunswig) at the Securities and Exchange Commission's web site at www.sec.gov.
The definitive 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.
PARTICIPANTS IN SOLICITATION
AmeriSource and Bergen Brunswig and their respective directors, executive
officers and other members of their management and employees may be deemed to be
participants in the solicitation of proxies from their respective stockholders
in connection with the proposed merger. Information concerning AmeriSource's
participants in the solicitation is set forth in AmeriSource's Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 19, 2001,
and information concerning Bergen Brunswig's participants in the solicitation is
set forth in Bergen Brunswig's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 19, 2001.
(BW)(PA-AMERISOURCE/BERGEN)(AAS)(BBC) AmeriSource and Bergen Brunswig Certify
Compliance With the Federal Trade Commission's 'Second Request' for Information
Business Editors/Health & Medical Writers
VALLEY FORGE, Pa. & ORANGE, Calif.--(BUSINESS WIRE)--July 27,
2001--AmeriSource Health Corporation (NYSE:AAS) and Bergen Brunswig Corporation
(NYSE:BBC) announced that today each of them has certified compliance with the
Federal Trade Commission's request for additional information in connection with
their previously announced plan to merge the two companies.
Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
today's certification starts the FTC's 30-day review period, which will expire
at midnight eastern daylight time on Monday, August 27, 2001. Termination or
expiration of the review period is a condition to the consummation of the
business combination.
The companies expect to complete the merger 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.
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 foregoing communication contains 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 About The Merger
In connection with their proposed merger, AmeriSource-Bergen, together with
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 WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by
AmeriSource-Bergen (as well as 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. AmeriSource and
Bergen Brunswig and their respective directors, executive officers and other
members of their management and employees may be deemed to be participants in
the solicitation of proxies from their respective stockholders in connection
with the proposed merger.
Information concerning AmeriSource's participants in the solicitation is set
forth in AmeriSource's Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 19, 2001, and information concerning Bergen
Brunswig's participants in the solicitation is set forth in Bergen Brunswig's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
March 19, 2001.
--30--
CONTACT: AmeriSource Health Corporation, Valley Forge
Michael N. Kilpatric, 610/727-7118
mkilpatric@amerisource.com
or
Bergen Brunswig
Donna Dolan, 714/385-4226
donna.dolan@bergenbrunswig.com