VALLEY FORGE, Pa. & ORANGE, Calif.--(BUSINESS WIRE)--
July 31, 2001--AmeriSource Health Corporation (NYSE:AAS) and Bergen
Brunswig Corporation (NYSE:BBC) today jointly announced plans for
AmerisourceBergen Corporation to issue $400 million Senior Notes due
2008 upon completion of the pending combination of AmeriSource and
Bergen in a merger of equals.
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 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.
CONTACT: |
AmeriSource Corporation |
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Michael N. Kilpatric, 610/727-7118 |
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mkilpatric@amerisource.com |
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or |
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Bergen Brunswig Corporation |
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Donna Dolan, 714/385-4226 |
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donna.dolan@bergenbrunswig.com |
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