UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Definitive Proxy Statement
|X| Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
SYNCOR INTERNATIONAL CORPORATION
(Name of Registrant as Specified In Its Charter)
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On November 21, 2002, Syncor International Corporation and Cardinal Health,
Inc. issued the following press release:
[Graphic Omitted]
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NASDAQ: SCOR
NYSE: CAH
FOR IMMEDIATE RELEASE
Contact:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International Corp.
(818) 737-4702
David Verbraska
Cardinal Health
614-757-3690
CARDINAL HEALTH INITIATES
DISCUSSIONS WITH SYNCOR TO POSSIBLY
MODIFY MERGER AGREEMENT
WOODLAND HILLS, CALIFORNIA and DUBLIN, OHIO - November 21, 2002 -
Syncor International Corporation (Nasdaq: SCOR) and Cardinal Health, Inc.
(NYSE: CAH) today announced that Cardinal Health has initiated discussions
with Syncor regarding the possible modification of the terms of their
previously announced merger agreement under which Cardinal Health would
acquire Syncor. While the parties intend to continue these discussions,
there can be no assurance that such discussions will result in the parties
agreeing to any revised terms.
On November 6, 2002, Syncor announced that a newly established
special committee of three outside directors, together with outside
counsel, had been investigating the propriety of certain payments made by
certain of Syncor's international subsidiaries to customers in several
foreign countries. Syncor also announced that the special committee would
investigate Syncor's other foreign operations. Earlier this week, Syncor
announced, among other things, the special committee's findings based on
the information it had gathered to date.
Based on the information Syncor has reviewed as of the date hereof
with respect to the matters currently under investigation by the special
committee, and subject to the terms of any resolution of these matters with
the Securities and Exchange Commission (SEC) and the United States
Department of Justice (DOJ), Syncor believes that the information it has
learned in the investigation would not result in Syncor's failure to
satisfy the conditions to the existing merger agreement. However, Syncor
cannot make a definitive determination as to the impact on the acquisition
pending completion of the investigation and resolution of Syncor's
discussions with the SEC and DOJ. Cardinal Health has not yet concluded
whether the conditions to the transaction will be satisfied and believes
that there can be no assurance that the transaction involving the
acquisition of Syncor by Cardinal Health will be completed. In light of the
foregoing, both companies believe that engaging in discussions regarding a
possible modification of certain of the terms of the existing merger
agreement is the best course of action at this time.
The existing merger agreement provides for the acquisition of
Syncor by Cardinal Health in a stock-for-stock transaction in which Syncor
would become a wholly owned subsidiary of Cardinal Health. Terms of the
existing merger agreement call for Syncor stockholders to receive .52
Cardinal Health common shares for each outstanding share of Syncor common
stock.
About Syncor
Syncor International Corporation is a leading provider of high
technology health care services concentrating on nuclear pharmacy services,
medical imaging, niche manufacturing and radiotherapy. In the nuclear
pharmacy services business, Syncor compounds and dispenses
radiopharmaceuticals for diagnostic and therapeutic use by nuclear medicine
departments in hospitals and outpatient clinics. Syncor distributes these
time-critical pharmaceuticals to more than 7,000 U.S.-based customers
through an integrated network of 130 domestic and 19 international nuclear
pharmacies. Medical imaging services are provided through an integrated
network of 73 domestic and 19 internationally owned or operated facilities.
Syncor announced on June 14, 2002 that it intends to exit the U.S. medical
imaging business. Syncor also owns or operates ten domestic and two
international production facilities for positron emission tomography (PET)
radiopharmaceuticals, and is a party to a series of agreements to make PET
technology more accessible to healthcare providers and patients nationwide.
For more information visit www.syncor.com.
About Cardinal Health
Cardinal Health, Inc. 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, Cardinal Health employs more than 49,000 people on five continents
and produces annual revenues of more than $44 billion.
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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 Syncor's and
Cardinal Health's Form 10-K, Form 8-K and Form 10-Q reports (including all
amendments to those 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 patterns or
reimbursement rates for health-care products and/or services, the costs and
other effects of governmental regulation and legal and administrative
proceedings, and general economic and market conditions. Syncor and
Cardinal Health undertake 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 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 website at www.sec.gov. A free copy
of the proxy statement/prospectus may also be obtained from Cardinal Health
or Syncor. Cardinal Health 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 Health 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 Health or Syncor. Investors should read the proxy
statement/prospectus carefully before making any voting or investment
decision.