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
CARDINAL HEALTH [LOGO]
7000 Cardinal Place
Dublin, OH 43017
NEWS RELEASE
www.cardinal.com
FOR IMMEDIATE RELEASE
Media Contact: David Verbraska
614-757-3690
Investor Contact: Stephen Fischbach
614-757-7067
CARDINAL HEALTH RESPONDS TO SYNCOR ANNOUNCEMENT
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IMPROPER PAYMENTS BY SYNCOR IDENTIFIED THROUGH ONGOING DUE DILIGENCE
INTENDS TO CAREFULLY MONITOR THE SITUATION
DUBLIN, OHIO, NOVEMBER 6, 2002 -- Cardinal Health, Inc. (NYSE: CAH), confirmed
today that during its ongoing due diligence investigation of Syncor
International Corporation, the proposed acquisition of which was announced on
June 14, 2002, Cardinal Health recently discovered certain improper payments
that had been made in foreign countries by subsidiaries of Syncor. As soon as it
made these discoveries, Cardinal Health promptly informed Syncor of its findings
and Syncor immediately initiated an investigation.
Cardinal Health has since been informed of the results to date of the
investigation undertaken by a special committee formed by the Board of Directors
of Syncor to review these improper payments. Cardinal Health supports the
actions taken today by the Syncor Board in response to the results of the
special committee's ongoing investigation as well as the proactive decision by
Syncor to make full disclosure of its findings to the Department of Justice and
the Securities and Exchange Commission. Cardinal Health will continue to
carefully monitor the Syncor situation and assess the results of the Syncor
special committee's ongoing investigation as well as the results of Cardinal
Health's continuing due diligence review. Cardinal Health intends to use all
appropriate resources and spend the time necessary to complete its ongoing
comprehensive due diligence review in a deliberate manner.
Robert D. Walter, chairman and chief executive officer of Cardinal Health
stated: "Cardinal Health has an outstanding reputation for integrity in
operating our domestic and international businesses in an ethical and honest
manner. This reputation extends to our employees, suppliers and customers as
well as to the government agencies that come in contact with our businesses and
operations. We are committed to adhering to the principle of operating our
businesses consistent with all applicable legal obligations. While we continue
to believe that the strategic rationale for the acquisition of Syncor and its
nuclear pharmacy business has validity, any decision with respect to this
transaction must be made in the context of adhering to our core values and
protecting Cardinal Health's reputation."
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CARDINAL HEALTH RESPONDS TO SYNCOR ANNOUNCEMENT
PAGE 2
Cardinal Health notes that the acquisition of Syncor by Cardinal Health is
subject to the satisfaction or waiver of a number of conditions set forth in the
merger agreement, dated June 14, 2002, between Syncor and Cardinal Health. At
this time, Cardinal Health has not yet concluded whether those conditions will
be satisfied. Cardinal Health intends to fully comply with its obligations under
the merger agreement. There can be no assurance that the transaction involving
the acquisition of Syncor by Cardinal Health will be completed.
ABOUT CARDINAL HEALTH
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Cardinal Health, Inc. (www.cardinal.com ) 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, the
company employs approximately 50,000 people on five continents, with more than
40 percent of its employees in operations outside the United States, and
produces annual revenues of more than $44 billion. Cardinal Health is ranked #23
on the current Fortune 500 list and was named one of "The World's Best"
companies by Forbes magazine in 2002.
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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 Cardinal Health's Form 10-K, Form 8-K and
Form 10-Q 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 outsourcing patterns for
health-care products and/or services, the costs and other effects of
governmental regulation and legal and administrative proceedings, and general
economic conditions. Cardinal undertakes 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 by Syncor to Syncor
shareholders on 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 sit at www.sec.gov. A free copy of the proxy statement/prospectus may
also be obtained from Cardinal or Syncor. Cardinal 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 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 or Syncor. Investors should read
the proxy statement/prospectus carefully before making any voting or investment
decision.
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