Filed by Syncor International Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Syncor International Corporation
Commission File No. 0-8640
On December 6, 2002, Syncor International Corporation issued the following press
release:
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NASDAQ: SCOR
FOR IMMEDIATE RELEASE
Contact:
Tony Knight
Sitrick and Company
(310) 788-2850
Bill Powell - Investor Relations
Syncor International Corp.
(818) 737-4702
SYNCOR ADJOURNS SPECIAL MEETING
TO VOTE ON ACQUISITION BY CARDINAL HEALTH
WOODLAND HILLS, California, December 6, 2002 - Syncor International Corporation
(Nasdaq: SCOR) announced today that it has adjourned the special meeting of
stockholders held today until December 30, 2002. The meeting will be reconvened
at 2:00 p.m. PST, at the Warner Center Hilton Hotel, 6360 Canoga Avenue,
Woodland Hills, California. The purpose of the meeting is to vote on the
agreement providing for the acquisition of Syncor by Cardinal Health (NYSE:
CAH). The meeting has been adjourned in order to give Syncor stockholders an
opportunity to review the amendments to the original merger agreement dated June
14, 2002 and other recent developments affecting Syncor. As announced on
December 4, 2002, under the terms of the amended merger agreement, in the
merger, Syncor stockholders will receive 0.47 of a Cardinal Health common share
in exchange for each outstanding share of Syncor common stock. Supplemental
proxy materials describing the amended merger agreement and related matters will
be mailed to all Syncor stockholders as of the record date of October 9, 2002 as
soon as such materials have been filed and cleared by the Securities and
Exchange Commission, although there can be no assurance that these materials
will be mailed in sufficient time to permit the amended merger agreement to be
voted upon at the reconvened meeting on December 30, 2002.
The proposed acquisition of Syncor by Cardinal Health was first
announced in June 2002 and is a stock-for-stock merger in which Syncor will
become a wholly-owned subsidiary of Cardinal Health. The acquisition remains
subject to satisfaction of various conditions, including approval of the amended
merger agreement by Syncor stockholders.
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.
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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 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 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 to Syncor stockholders on
October 17, 2002 and filed with the SEC as well as supplemental proxy material
dated, mailed and filed with the SEC on November 25, 2002. Additional proxy
materials will be filed with the SEC shortly. 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 and supplemental proxy material 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 and the supplemental proxy material, as well as additional
proxy materials when they are filed, at the SEC's web site at www.sec.gov. A
free copy of the proxy statement/prospectus and the supplemental proxy material,
as well as any additional proxy materials once they are filed, 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 and supplemental proxy material mailed to the stockholders
of Syncor in connection with the transaction, as well as any additional proxy
materials once they are filed, 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, the supplemental
proxy materials, as well as any additional proxy materials once they are filed,
carefully before making any voting or investment decision.
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