<PAGE> SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- Date of Report (Date of earliest event reported): January 17, 2003 AmerisourceBergen Corporation (Exact name of Registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or Other Commission File Number (I.R.S. Employer Jurisdiction of Identification Incorporation or Number) Organization) ------------------- 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 727-7000 N/A (Former name or former address, if changed since last report.)
Item 5. Other Events. On January 17, 2003, AmerisourceBergen Corporation (the "Company") announced the closing of the acquisition of US Bioservices Corporation, a national pharmaceutical service provider focused on the management of high-cost, complex therapies and reimbursement support, for a base purchase price of approximately $160 million (including assumed debt). The transaction also provides for contingency payments by the Company of up to a maximum of $28 million. The Company issued 2,399,091 shares of its common stock upon the closing of the transaction. The Company has registered such shares under the Securities Act of 1933 for sale by the recipients thereof. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated January 17, 2003
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERISOURCEBERGEN CORPORATION Date: January 17, 2003 By: /s/ Michael D. DiCandilo ----------------------------------- Name: Michael D. DiCandilo Title: Senior Vice President and Chief Financial Officer
<PAGE> [AMERISOURCEBERGEN LOGO] AmerisourceBergen Corporation P.O. Box 959 Valley Forge, PA 19482 CONTACT: MICHAEL N. KILPATRIC 610-727-7118 MKILPATRIC@AMERISOURCE.COM AMERISOURCEBERGEN COMPLETES ACQUISITION OF US BIOSERVICES CORPORATION Largest Pharmaceutical Distributor Adds Specialty Pharmaceutical Services Business VALLEY FORGE, Pa. January 17, 2003--AmerisourceBergen Corporation (NYSE:ABC), the largest pharmaceutical services company in the U.S. dedicated solely to the pharmaceutical supply channel, today completed the acquisition of US Bioservices Corporation, a privately held company (approximately 58 percent of which is owned by Whitney and Company), for a base purchase price of approximately $160 million, including assumed debt. The transaction also provides for contingent payments of up to $28 million based on US Bioservices achieving defined earnings targets through the end of the first quarter of calendar year 2004. AmerisourceBergen expects the acquisition to be slightly accretive to the Company's fiscal 2003 earnings per share. AmerisourceBergen issued approximately 2.4 million shares of its common stock and paid approximately $12 million in cash to the stockholders
of US Bioservices upon the closing of the transaction today. The shares of AmerisourceBergen common stock issued upon the closing of the transaction have been registered under the Securities Act of 1933 for sale by the recipients of the shares and, therefore, are eligible for sale immediately without restriction. US Bioservices is a national pharmaceutical services provider focused on the management of high-cost, complex therapies and reimbursement support. US Bioservices had revenues of about $125 million in the 2002 calendar year. ABOUT AMERISOURCEBERGEN AmerisourceBergen (NYSE:ABC) is the largest pharmaceutical services company in the United States dedicated solely to the pharmaceutical supply chain. It is the leading distributor of pharmaceutical products and services to the hospital systems/acute care market, alternate care and mail order facilities,
<PAGE> NEWS RELEASE independent community pharmacies, and regional chain pharmacies. The Company is also a leader in the institutional pharmacy marketplace. With more than $40 billion in annualized operating revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs more than 13,000 people serving over 25,000 customers. For more information go to www.amerisourcebergen.com. FORWARD-LOOKING STATEMENTS THIS NEWS RELEASE MAY 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. FORWARD-LOOKING STATEMENTS MAY INCLUDE STATEMENTS ADDRESSING FUTURE FINANCIAL AND OPERATING RESULTS OF AMERISOURCEBERGEN AND THE BENEFITS AND ASPECTS OF THE 2001 MERGER BETWEEN AMERISOURCE HEALTH CORPORATION AND BERGEN BRUNSWIG CORPORATION. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS: 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 BUSINESS OF AMERISOURCEBERGEN GENERALLY. MORE DETAILED INFORMATION ABOUT THESE FACTORS IS SET FORTH IN AMERISOURCEBERGEN'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING ITS ANNUAL REPORT ON FORM 10-K FOR FISCAL 2002. AMERISOURCEBERGEN IS UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH OBLIGATION TO) UPDATE OR ALTER ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.