VALLEY FORGE, Pa. & ORANGE, Calif.--(BUSINESS WIRE)--
Aug. 9, 2001--AmeriSource Health Corporation (NYSE:AAS) and Bergen
Brunswig Corporation (NYSE:BBC) today jointly announced that
AmerisourceBergen Corporation has agreed to sell a new issue of $500
million Senior Notes due 2008.
The proceeds will be held in escrow for up to 90 days, until the
completion of the pending combination of AmeriSource and Bergen
Brunswig. The notes will have an annual interest rate of 8.125
percent, payable semi-annually.
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 repurchase or 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.
Additional Information
In connection with their proposed merger, AmeriSource and Bergen
Brunswig filed a joint proxy statement/prospectus with the Securities
and Exchange Commission. Investors and security holders are advised to
read the joint proxy statement/prospectus because it contains
important information.
Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus and other documents filed by AmeriSource
and Bergen Brunswig at the Securities and Exchange Commission's web
site at www.sec.gov.
The joint proxy statement/prospectus and such other documents may
also be obtained for free from AmeriSource or from Bergen Brunswig by
directing such request to AmeriSource Health Corporation, General
Counsel, 1300 Morris Drive, Suite 100, Chesterbrook, Pennsylvania
19087-5594, Telephone: (610) 727-7000; or to Bergen Brunswig
Corporation, Attention: Corporate Secretary, 4000 Metropolitan Drive,
Orange, California 92868-3510, Telephone: (714) 385-4000.
Participants in Solicitation
AmeriSource and Bergen Brunswig and their respective directors,
executive officers and other members of their management and employees
may be deemed to be participants in the solicitation of proxies from
their respective stockholders in connection with the proposed merger.
Information concerning AmeriSource's participants in the
solicitation is set forth in AmeriSource's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 19, 2001,
and information concerning Bergen Brunswig's participants in the
solicitation is set forth in Bergen Brunswig's Current Report on Form
8-K filed with the Securities and Exchange Commission on March 19,
2001.
CONTACT: |
AmeriSource Health 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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