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
David Verbraska - Media
Cardinal Health, Inc.
(614) 757-3690
Steve Fischbach - Investor Relations
Cardinal Health, Inc.
(614) 757-7067
EXPRESS SCRIPTS TO OUTSOURCE AN ADDITIONAL $1.8 BILLION OF ANNUAL BRANDED
PHARMACEUTICAL DISTRIBUTION TO CARDINAL HEALTH
Cardinal Health reaffirms earnings estimates for the quarter and fiscal year
Company also provides revenue growth guidance for pharmaceutical
distribution segment
DUBLIN, OHIO December 13, 2002 - Cardinal Health, Inc. (NYSE: CAH), the
leading provider of products and services supporting the health care
industry, announced today it has expanded its relationship with Express
Scripts, Inc., one of the nation's pre-eminent pharmacy benefits managers.
Beginning in February of 2003, Express Scripts will outsource to Cardinal
Health an additional approximately $1.8 billion per year of branded
pharmaceuticals previously purchased direct and self distributed.
"This new agreement represents an emerging trend in the pharmaceutical
distribution industry," said James F. Millar, president and chief executive
officer of Health Care Products and Services for Cardinal Health. "We are
excited to substantially expand our already strong relationship with Express
Scripts. With over twenty-five percent of the $170 billion pharmaceutical
market currently purchasing direct from manufacturers, our potential for
gaining additional distribution customers who, like Express Scripts, seek to
outsource their warehousing and distribution is significant. Cardinal
Health's extensive network, value-added services, and superior customer
service offer real benefits to Express Scripts and others who seek a partner
to efficiently manage their pharmaceutical supply."
The Pharmaceutical Distribution and Provider Services segment will directly
benefit from the Express Scripts agreement. The contract is expected to be
implemented during the third quarter of the fiscal year and be fully operational
by the fourth quarter ending June 2003. This contract will help accelerate
projected segment revenue growth from the low double digits in the second and
third quarter of the current fiscal year to the mid-teens in the fourth quarter.
The company is comfortable with current Wall Street earnings per share
estimates for the quarter and the year, and today reaffirmed its previous
guidance for annual earnings per share growth in the range of 20 percent to
22 percent.
About Cardinal Health
Cardinal Health, Inc. (www.cardinal.com) is a 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. With headquarters in Dublin, Ohio, Cardinal employs
more than 49,000 people on five continents and produces annualized revenues
exceeding $44 billion.
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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 Syncor's and Cardinal Health's Form 10-K,
Form 8-K and Form 10-Q reports (including all amendments to those 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 patterns or reimbursement rates for health-care
products and/or services, the costs and other effects of governmental regulation
and legal and administrative proceedings, and general economic and market
conditions. Syncor and Cardinal Health undertake 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 the definitive
proxy statement/prospectus dated October 16, 2002 mailed to Syncor
stockholders on October 17, 2002 and filed with the SEC as well as
supplemental proxy materials dated, mailed and filed with the SEC on
November 25, 2002 and December 11, 2002, respectively. Cardinal Health has
filed a registration statement on Form S-4 in connection with the
transaction. Investors and security holders of Syncor are urged to read the
definitive proxy statement/prospectus and supplemental proxy materials
because it contains important information about Cardinal Health, Syncor and
the transaction. Investors and security holders may obtain a free copy of
the proxy statement/prospectus and the supplemental proxy materials at the
SEC's web site at www.sec.gov. A free copy of the proxy statement/prospectus
and the supplemental proxy materials may also be obtained from Cardinal
Health or Syncor. In addition to the registration statement on Form S-4
filed by Cardinal Health in connection with the transaction, and the proxy
statement/prospectus and supplemental proxy materials mailed to the
stockholders of Syncor in connection with the transaction, each of Cardinal
Health 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
Health 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 Health or Syncor. Investors
should read the proxy statement/prospectus and supplemental proxy materials
carefully before making any voting or investment decision.
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