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
[Syncor Logo]
[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
SYNCOR AND CARDINAL HEALTH ANNOUNCE AMENDMENT TO MERGER AGREEMENT TO
EXTEND TERMINATION DATE
WOODLAND HILLS, CALIFORNIA AND DUBLIN, OHIO - NOVEMBER 22, 2002 - Syncor
International Corporation (Nasdaq: SCOR) and Cardinal Health, Inc. (NYSE: CAH)
today announced that they have agreed to amend their previously announced merger
agreement to extend the date after which either party may unilaterally elect to
terminate the transaction from December 31, 2002, to January 15, 2003, subject
to the terms of the merger agreement. The amendment does not affect any terms
of the merger agreement other than the termination provisions.
On November 21, 2002, Syncor and Cardinal Health announced that Cardinal
Health had initiated discussions with Syncor regarding the possible modification
of the terms of their previously announced merger agreement under which Cardinal
Health would acquire Syncor. The purpose of the amendment to the termination
date is to provide the parties with further time to continue these discussions.
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.
Syncor International Corporation and Cardinal Health, Inc.
SYNCOR AND CARDINAL HEALTH ANNOUNCE AMENDMENT TO MERGER AGREEMENT TO EXTEND
TERMINATE DATE
November 22, 2002
Page 2
Cardinal Health has previously stated that it has not yet concluded whether the
conditions to the transaction will be satisfied and that "there can be no
assurance that the transaction involving the acquisition of Syncor by Cardinal
Health will be completed."
Syncor also today announced that it is mailing to its stockholders a
supplemental notice of postponement of its special meeting of stockholders to
consider approval of the merger agreement with Cardinal Health. As previously
announced, the postponed meeting will now be held on December 6, 2002. Syncor
intends to convene the postponed special meeting on December 6 solely for the
purpose of adjourning the meeting to a later time, date and place so that
additional information can be provided to stockholders.
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 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
Syncor International Corporation and Cardinal Health, Inc.
SYNCOR AND CARDINAL HEALTH ANNOUNCE AMENDMENT TO MERGER AGREEMENT TO
EXTEND TERMINATE DATE
November 22, 2002
Page 3
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 site 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.