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 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 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 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.
[AmeriSource logo omitted] [Bergen Brunswig Corporation logo omitted]
Contact: Michael N. Kilpatric Donna Dolan
610/727-7118 714/385-4226
mkilpatric@amerisource.com donna.dolan@bergenbrunswig.com
AMERISOURCE AND BERGEN BRUNSWIG
SET SHAREHOLDERS' MEETINGS AND MAIL PROXY
VALLEY FORGE, PA, and ORANGE, CA, August 1, 2001 - AmeriSource Health
Corporation (NYSE:AAS) and Bergen Brunswig Corporation (NYSE:BBC) today
announced that each company has scheduled a special shareholders' meeting for
Wednesday, August 29, 2001 in connection with their previously announced plan to
merge the two companies. The companies began mailing proxy materials for the two
meetings today.
AmeriSource will hold its shareholders' meeting at 11:00 a.m. EDT at
its headquarters located at 1300 Morris Drive, Chesterbrook, Pennsylvania, and
Bergen Brunswig will hold its shareholders' meeting at 9:00 a.m. PDT at its
headquarters located at 4000 Metropolitan Drive, Orange, California.
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.
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 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
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.
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.
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