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.
(BW)(PA-AMERISOURCE/BERGEN)(AAS)(BBC) AmeriSourceBergen Prices $500
Million Senior Notes Due 2008
VALLEY FORGE, Pa. & ORANGE, Calif.--(BUSINESS WIRE)--
Aug. 9, 2001--AmeriSource Health Corporation (NYSE:AAS) and Bergen
Brunswig Corporation (NYSE:BBC) today jointly announced that
AmerisourceBergen Corporation has agreed to sell a new issue of $500
million Senior Notes due 2008.
The proceeds will be held in escrow for up to 90 days, until the
completion of the pending combination of AmeriSource and Bergen
Brunswig. The notes will have an annual interest rate of 8.125
percent, payable semi-annually.
The notes will be issued in a private placement and are expected
to be resold by the initial purchasers to qualified institutional
buyers under Rule 144A of the Securities Act of 1933.
The proceeds from the sale of the notes will be used together with
proceeds expected from a new credit facility to repay AmeriSource's
and Bergen's existing senior secured credit facilities, to pay fees
and expenses associated with the merger, to repurchase or repay
certain of Bergen's other indebtedness, and for general corporate
purposes.
The notes to be offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy such notes in any jurisdiction in
which such an offer or sale would be unlawful and is issued pursuant
to Rule 135-c under the Securities Act of 1933.
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.
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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CONTACT: AmeriSource Health Corporation
Michael N. Kilpatric, 610/727-7118
mkilpatric@amerisource.com
or
Bergen Brunswig Corporation
Donna Dolan, 714/385-4226
donna.dolan@bergenbrunswig.com