Filed by Cardinal Health, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Syncor International Inc.
Commission File No. 000-08640
[CARDINAL HEALTH LOGO]
NEWS RELEASE 7000 Cardinal Place
Dublin, OH 43017
www.cardinal.com
FOR IMMEDIATE RELEASE
Cardinal Health, Inc. Contacts: Media
Lisa Kim
614-757-3530
Investor Relations
Stephen Fischbach
614-757-7067
Syncor International Corporation Contact: William Powell
818-737-4702
CARDINAL HEALTH TO ACQUIRE SYNCOR INTERNATIONAL
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ACQUISITION FOCUSES ON FAST-GROWING NUCLEAR PHARMACY BUSINESS
DUBLIN, OHIO, AND WOODLAND HILLS, CALIFORNIA, JUNE 14, 2002 - Cardinal Health,
Inc. (NYSE: CAH), the leading provider of products and services supporting the
health care industry, and Syncor International Corporation (Nasdaq: SCOR), the
leading provider of nuclear pharmacy services, announce a definitive agreement
allowing Cardinal Health to acquire Syncor for approximately $1.1 billion. This
acquisition provides Cardinal Health with a leadership presence in the
high-growth and profitable nuclear pharmacy business and advances its strategy
of expanding the breadth of offerings it provides to health care customers.
The acquisition of Syncor is a stock-for-stock deal in which Syncor will become
a wholly owned subsidiary of Cardinal Health. Terms of the definitive agreement
call for Syncor shareholders to receive .52 Cardinal Health common shares for
each outstanding share of Syncor common stock, with Cardinal Health issuing an
aggregate of approximately 14 million common shares on a fully diluted basis.
The transaction is intended to be tax-free to the holders of Syncor common
stock. Cardinal Health will also assume Syncor's debt, which, net of cash,
totaled $202 million as of March 31, 2002. The acquisition is expected to be
completed by the end of 2002, subject to regulatory clearance, approval by
Syncor shareholders, and other customary conditions. Cardinal Health expects the
completed acquisition to be accretive to its earnings within the first year.
Syncor pioneered the concept of centralized nuclear pharmacy services, also
known as radiopharmacy, in 1974. It compounds and dispenses radiopharmaceuticals
for diagnostic and
-more-
CARDINAL HEALTH TO ACQUIRE SYNCOR INTERNATIONAL
PAGE 2
therapeutic use for oncology and heart disease applications, among others. These
medicines also allow physicians to investigate the function of various organs
and treat illness without the risk or expense of surgery. Syncor's net sales
grew 23 percent in FY 2001 to $775 million, 73 percent coming from the nuclear
pharmacy business.
Syncor also operates a network of imaging centers, a business it announced
earlier this year that it did not intend to further expand. Syncor has decided
to exit this business either before or shortly following the completion of the
acquisition. Syncor also announced earlier this year that it was rationalizing
its international operations. Cardinal Health will accelerate that
rationalization following the acquisition.
"Syncor is a leader in radiopharmacy services and is a tremendous fit with
Cardinal Health. With Syncor, we will have a strong core nuclear pharmacy
service we can offer our provider customers and also an attractive
commercialization and logistics solution for manufacturers of complex
pharmaceuticals," said Robert D. Walter, chairman and chief executive officer of
Cardinal Health. "This combination expands Cardinal Health's breadth of
offerings, including our complementary Central Pharmacy Services business, and
provides another opportunity to introduce our products and services to new
customers and more effectively deliver value to health care providers."
"Cardinal Health's resources and leadership position in health care will be a
tremendous asset for Syncor," said Monty Fu, chairman and founder of Syncor. "As
a result of our partnership, the combined relationships with providers and
manufacturers as well as the capability to offer more nuclear pharmacy products
and services to customers will far exceed what either company could accomplish
independently."
"Syncor's commitment to service and professionalism, bias towards action, and
business innovation are the reasons why we are so successful in the
radiopharmacy business," said Robert G. Funari, president and chief executive
officer, Syncor International Corporation. "These are characteristics we share
with Cardinal Health so we are excited to build on our considerable success
through this new association."
CONFERENCE CALL TODAY
Cardinal Health has scheduled a conference call for today at 11 a.m. Eastern
Daylight Time (EDT) to discuss the Syncor International acquisition. To access
this discussion, please dial 706-679-0766. A replay of the conference call will
be available from 2 p.m. (EDT) on June 14, 2002 through 5 p.m. (EDT) on June 19,
2002 by dialing 706-645-9291, passcode 4534792.
ABOUT SYNCOR
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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
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CARDINAL HEALTH TO ACQUIRE SYNCOR INTERNATIONAL
PAGE 3
international nuclear pharmacies. Medical imaging services are provided through
an integrated network of 72 domestic and 19 internationally owned or operated
facilities. Medical imaging operations are conducted by Syncor's wholly owned
subsidiary, Comprehensive Medical Imaging, Inc. Syncor also owns or operates
eight 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. (www.cardinal.com) 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 $40 billion. Cardinal Health is ranked #23 on the current Fortune
500 list and was named as one of the "The World's Best" companies by Forbes
magazine in 2002.
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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 Cardinal Health's Form 10-K, Form 8-K and
Form 10-Q 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 outsourcing patterns for
health-care products and/or services, the costs and other effects of
governmental regulation and legal and administrative proceedings, and general
economic conditions. Cardinal undertakes 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 a Schedule 14A filed on the
date of this press release with the SEC. Cardinal Health, Inc. ("Cardinal")
intends to file a registration statement on Form S-4 in connection with the
transaction, and Syncor intends to mail a proxy statement/prospectus to its
stockholders in connection with the transaction. INVESTORS AND SECURITY HOLDERS
OF SYNCOR ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT CARDINAL, SYNCOR
AND THE TRANSACTION. Investors and security holders may obtain a free copy of
the proxy statement/prospectus (when it is available) at the SEC's web sit at
www.sec.gov. A free copy of the proxy statement/prospectus may also be obtained
from Cardinal or Syncor. Cardinal 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. Information
regarding the interests of Syncor's officers and directors in the transaction
will be included in the joint proxy statement/prospectus. In addition to the
registration statement on Form S-4 to be filed by Cardinal in connection with
the transaction, and the proxy statement/prospectus to be mailed to the
stockholders of Syncor in connection with the transaction, each of Cardinal 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 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 or
Syncor. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
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