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]
NASDAQ: SCOR
NYSE: CAH
FOR IMMEDIATE RELEASE
CONTACT:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International Corp.
(818) 737-4702
David Verbraska
Cardinal Health
614-757-3690
CARDINAL HEALTH INITIATES
DISCUSSIONS WITH SYNCOR TO POSSIBLY
MODIFY MERGER AGREEMENT
WOODLAND HILLS, CALIFORNIA AND DUBLIN, OHIO - NOVEMBER 21, 2002 - Syncor
International Corporation (Nasdaq: SCOR) and Cardinal Health, Inc. (NYSE: CAH)
today announced that Cardinal Health has initiated discussions with Syncor
regarding the possible modification of the terms of their previously announced
merger agreement under which Cardinal Health would acquire Syncor. While the
parties intend to continue these discussions, there can be no assurance that
such discussions will result in the parties agreeing to any revised terms.
On November 6, 2002, Syncor announced that a newly established special
committee of three outside directors, together with outside counsel, had been
investigating the propriety of certain payments made by certain of Syncor's
international subsidiaries to customers in several foreign countries. Syncor
also announced that the special committee would investigate Syncor's other
foreign operations. Earlier this week, Syncor announced, among other things, the
special committee's findings based on the information it had gathered to date.
Syncor International Corporation and Cardinal Health, Inc.
CARDINAL HEALTH INITIATES DISCUSSIONS WITH SYNCOR TO POSSIBLY MODIFY MERGER
AGREEMENT
November 21, 2002
Page 2
Based on the information Syncor has reviewed as of the date hereof with
respect to the matters currently under investigation by the special committee,
and subject to the terms of any resolution of these matters with the Securities
and Exchange Commission (SEC) and the United States Department of Justice (DOJ),
Syncor believes that the information it has learned in the investigation would
not result in Syncor's failure to satisfy the conditions to the existing merger
agreement. However, Syncor cannot make a definitive determination as to the
impact on the acquisition pending completion of the investigation and resolution
of Syncor's discussions with the SEC and DOJ. Cardinal Health has not yet
concluded whether the conditions to the transaction will be satisfied and
believes that there can be no assurance that the transaction involving the
acquisition of Syncor by Cardinal Health will be completed. In light of the
foregoing, both companies believe that engaging in discussions regarding a
possible modification of certain of the terms of the existing merger agreement
is the best course of action at this time.
The existing merger agreement provides for the acquisition of Syncor by
Cardinal Health in a stock-for-stock transaction in which Syncor would become a
wholly owned subsidiary of Cardinal Health. Terms of the existing merger
agreement call for Syncor stockholders to receive .52 Cardinal Health common
shares for each outstanding share of Syncor common stock.
ABOUT SYNCOR
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
international nuclear pharmacies. Medical imaging services are provided through
an integrated network of 73 domestic and 19 internationally owned or operated
facilities. Syncor announced on June 14, 2002 that it intends to exit the U.S.
medical imaging business. Syncor also owns or operates ten 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. 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 $44 billion.
__________________________
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
Syncor International Corporation and Cardinal Health, Inc.
CARDINAL HEALTH INITIATES DISCUSSIONS WITH SYNCOR TO POSSIBLY MODIFY MERGER
AGREEMENT
November 21, 2002
Page 3
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 shareholders on
October 17, 2002 and filed with the SEC. Cardinal Health, Inc. ("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 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 at the SEC's
web sit at www.sec.gov. A free copy of the proxy statement/prospectus may also
be obtained from Cardinal Health or Syncor. Cardinal Health 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. In addition to the registration statement on Form S-4 filed by
Cardinal Health in connection with the transaction, and the proxy
statement/prospectus 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 carefully before making any voting or
investment decision.