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
--------------------------
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.
(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