Filed by: Bergen Brunswig Corporation. This
Communication is filed pursuant to Rule 425
under The Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934.
Subject Company: AmerisourceBergen Corporation
Commission File Number: 333-61440
FORWARD-LOOKING STATEMENTS
The following communications 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. The forward-looking statements
herein include statements addressing future financial and operating results of
AmeriSource and Bergen Brunswig and 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, governmental approvals for the
transaction; failure of the stockholders of AmeriSource and Bergen Brunswig to
approve the merger; 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 businesses of AmeriSource and Bergen Brunswig generally.
More detailed information about these factors is set forth in AmeriSource's and
Bergen Brunswig's filings with the Securities and Exchange Commission, including
each of their Annual Reports on Form 10-K for fiscal 2000 and their most recent
quarterly reports on Form 10-Q. AmeriSource and Bergen Brunswig are under no
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION
In connection with their proposed merger, AmerisourceBergen, together with
AmeriSource and Bergen Brunswig, filed a preliminary joint proxy
statement/prospectus with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the definitive joint proxy statement/prospectus (when available) and other
documents filed by AmerisourceBergen (as well as by AmeriSource and Bergen
Brunswig) at the Securities and Exchange Commission's web site at www.sec.gov.
The definitive 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.
(BW)(PA-AMERISOURCE/BERGEN)(AAS)(BBC) AmeriSource Corporation and Bergen
Brunswig Corporation Announce Plans for AmerisourceBergen Corporation to Issue
$400 million Senior Notes due 2008
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.
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CONTACT: AmeriSource Corporation
Michael N. Kilpatric, 610/727-7118
mkilpatric@amerisource.com
or
Bergen Brunswig Corporation
Donna Dolan, 714/385-4226
donna.dolan@bergenbrunswig.com