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AmerisourceBergen
Corporation (ABC:NYSE):
09/10/2001-
"Announces
Conference Call and Webcast For Today"
09/10/2001-
"Provides
Update on Integration Plans"
08/29/2001-
"Merges
With Bergen Brunswig To Create New Industry Leader,
AmerisourceBergen"
08/28/2001-
"Added
To S&P 500 Index"
Announces
Conference Call and Webcast For Today
VALLEY
FORGE, Pa.--Sept. 10, 2001--AmerisourceBergen Corporation
(NYSE:ABC) today announced that the Company will host an investor
conference call and webcast at 12:45 pm Eastern Daylight Time
today, Monday, September 10, 2001. Participating in the conference
call will be R. David Yost, President and Chief Executive
Officer; Kurt J. Hilzinger, Executive Vice President and Chief
Operating Officer; and Neil F. Dimick, Executive Vice President
and Chief Financial Officer. The conference call will address
the strategic direction for the Company, its integration planning
and a financial review. To access the live conference call
via telephone: Dial in: 800-230-1096 from inside the U.S.
no access code required 612-332-0636 from outside the U.S.
no access code required To access the live webcast: Go to
the Quarterly
Webcasts
section on the Investor Relations page at http://www.amerisourcebergen.net
A replay of the call and webcast will be available from 5:15
pm September 10, 2001 until 11:59 pm September 17, 2001. To
access the replay via telephone: Dial in: 800-475-6701 from
within the U.S., access code: 602171 320-365-3844 from outside
the U.S., access code: 602171
To access
the archived webcast: Go to the Quarterly Webcasts section
on the Investor Relations page at http://www.amerisourcebergen.net
About
AmerisourceBergen
AmerisourceBergen
(NYSE:ABC) is the largest pharmaceutical services company
in the United States dedicated solely to the pharmaceutical
supply chain. It is the leading distributor of pharmaceutical
products and services to the hospital systems/acute care market,
alternative care facilities, and independent community pharmacies.
The Company is also a leader in the institutional pharmacy
marketplace. With approximately $36 billion in annualized
operating revenues, AmerisourceBergen is headquartered in
Valley Forge, PA, and employs more than 13,000 people serving
over 25,000 customers.
FORWARD-LOOKING
STATEMENTS
This
press release may 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 AmerisourceBergen and the benefits and
other aspects of the merger. The following factors, among
others, could cause actual results to differ materially from
those described in the forward-looking statements: 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 business of AmerisourceBergen
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, their most
recent quarterly reports on Form 10-Q, and their joint proxy
statement-prospectus dated August 1, 2001. AmerisourceBergen,
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.
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Provides
Update on Integration Plans
VALLEY
FORGE, Pa.--Sept. 10, 2001--AmerisourceBergen Corporation
(NYSE:ABC) today announced an overview of its strategic plan
to integrate the operations of AmeriSource Health Corporation
and Bergen Brunswig Corporation.
The Company
also provided updated financial guidance for AmerisourceBergen.
The merger of AmeriSource and Bergen Brunswig, two leading
pharmaceutical services companies, was completed on August
29, 2001.
AmerisourceBergen
said it expects to achieve $150 million in annual synergies
within three years, with the majority of the savings occurring
in years two and three. The savings are expected to come from
consolidation of distribution centers ($50 million), enhanced
efficiency of distribution facilities ($30 million), procurement
($30 million), administration and information technology ($35
million), and $5 million in other savings.
The integration
strategy has three phases. Upon completion, the Company expects
to have approximately 30 distribution centers, down from 51
today. Approximately four to six distribution facilities are
expected to be closed in the first year. In addition, four-to-eight
new facilities will be built.
Financial
Guidance
AmerisourceBergen
said its long-term financial goals are: Revenue growth of
at least 15% Earnings before interest and taxes growth of
at least 15% Earnings per share growth of at least 20%, before
merger and acquisition costs Return on committed capital of
at least 20% in each business segment The Company said it
expects to incur $10 million to $15 million of merger-related
costs in the September quarter of fiscal 2001. AmerisourceBergen
also said the elimination of goodwill under new accounting
rules adds $0.13 to $0.14 to earnings per share in fiscal
2002.
"This
is an exciting time for AmerisourceBergen as we hit the ground
running," said David Yost, President and Chief Executive Officer.
"We see tremendous potential for the new AmerisourceBergen
in terms of providing enhanced services for customers and
suppliers. Our updated financial guidance, including the goal
of a 20% increase in EPS before merger costs, reflects the
strategic strength of our combined company as well as the
substantial opportunities for us in this $160 billion market."
Mr. Yost continued, "Our integration planning is on track.
Our thorough review of the synergy opportunities has also
enabled us to increase our expectations to $150 million in
annual synergies by the end of the third year. The consolidation
strategy we are executing truly brings together the best of
both companies, including a regional organization structure
with empowered local management."
Management
of AmerisourceBergen will today outline the Company's strategic
direction, integration plans and financial review during a
conference call for investors. The call will be webcast beginning
at 12:45 pm Eastern Daylight Time today/ To access the live
conference call via telephone: Dial in: 800-230-1096 from
inside the U.S. no access code required 612-332-0636 from
outside the U.S. no access code required To access the live
webcast: Go to the Quarterly Webcasts section on the Investor
Relations page at http://www.amerisourcebergen.net A replay
of the call and webcast will be available from 5:15 pm September
10, 2001 until 11:59 pm September 17, 2001.
To access
the replay via telephone: Dial in: 800-475-6701 from within
the U.S., access code: 602171 320-365-3844 from outside the
U.S., access code: 602171 To access the archived webcast:
Go to the Quarterly Webcasts section on the Investor Relations
page at http://www.amerisourcebergen.net
About
AmerisourceBergen
AmerisourceBergen
(NYSE:ABC) is the largest pharmaceutical services company
in the United States dedicated solely to the pharmaceutical
supply chain. It is the leading distributor of pharmaceutical
products and services to the hospital systems/acute care market,
alternative care facilities, and independent community pharmacies.
The Company is also a leader in the institutional pharmacy
marketplace. With approximately $36 billion in annualized
operating revenues, AmerisourceBergen is headquartered in
Valley Forge, PA, and employs more than 13,000 people serving
over 25,000 customers.
Forward-Looking
Statements
This
press release may 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 AmerisourceBergen and the benefits and
other aspects of the merger. The following factors, among
others, could cause actual results to differ materially from
those described in the forward-looking statements: 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 business of AmerisourceBergen
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, their most
recent quarterly reports on Form 10-Q, and their joint proxy
statement-prospectus dated August 1, 2001. AmerisourceBergen,
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.
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Merges
With Bergen Brunswig To Create New Industry Leader, AmerisourceBergen
VALLEY
FORGE, Pa.--Aug. 29, 2001-- Combination Creates Leader In
Pharmaceutical Supply Chain Management New NYSE Trading Symbol
is "ABC"
AmerisourceBergen
Corporation today announced that AmeriSource Health Corporation
and Bergen Brunswig Corporation have completed their merger
of equals to form a new company,
AmerisourceBergen
Corporation.
The Company
is a new leader in U.S. pharmaceutical services with approximately
$36 billion in annualized operating revenues. Headquartered
in Valley Forge, Pennsylvania, the new company will begin
trading under the symbol "ABC," tomorrow, August 30, 2001,
on the New York Stock Exchange. AmeriSource and Bergen Brunswig
shareholders approved the merger during independent meetings
held earlier today. Under the terms of the merger agreement,
each share of Bergen Brunswig common stock was converted into
0.37 of a share of AmerisourceBergen common stock and each
share of AmeriSource common stock was converted into one share
of AmerisourceBergen common stock.
The new
Company will have approximately 103 million shares outstanding.
"The
creation of AmerisourceBergen signals the arrival of a new
leader in pharmaceutical services, a company that will be
more than the sum of its parts," said Robert E. Martini, Chairman
of AmerisourceBergen. "Built on a foundation of superior customer
service, the new company will combine the best people, the
best operations and the best programs to deliver a new level
of value to every step of the pharmaceutical supply chain."
R. David
Yost, AmerisourceBergen's President and Chief Executive Officer,
said, "The resources and people of this new Company will allow
us to establish a new model in the pharmaceutical supply chain.
Anchored in exceptional customer service, we will build shareholder
value by delivering pharmaceutical and healthcare products,
services and solutions in innovative and cost effective ways.
Our single focus on pharmaceutical services will provide the
best service in the pharmaceutical supply chain with improved
operational efficiencies and expanded offerings and programs."
Board
of Directors
AmerisourceBergen
also named six new members to its Board of Directors. AmeriSource
designated three of the new directors, each from the previous
AmeriSource Board. They are: Richard C. Gozon, Executive Vice
President, Weyerhaeuser Company; Edward E. Hagenlocker, Retired
Vice Chairman, Ford Motor Company; and J. Lawrence Wilson,
Retired Chairman and Chief Executive Officer, Rohm and Haas
Company.
Bergen
Brunswig also designated three new directors, each from the
previous Bergen Brunswig Board. They are: Rodney H. Brady,
President and Chief Executive Officer, Deseret Management
Corporation; James R. Mellor, Chairman of the Board, USEC,
Inc. and Former Chairman of the Board and Chief Executive
Officer, General Dynamics Corporation; and Francis G. Rodgers,
Author and Lecturer and Former Vice President, Marketing,
IBM.
Mr. Martini
and Mr. Yost were previously appointed members of the new
Board. In addition, two unaffiliated directors will be named
in the near future.
Management
In addition
to Mr. Yost, the senior management of AmerisourceBergen includes
Kurt J. Hilzinger, Executive Vice President and Chief Operating
Officer, and Neil F. Dimick, Executive Vice President and
Chief Financial Officer.
The senior
management also includes three Senior Vice Presidents. They
are Brent R. Martini, President of AmerisourceBergen Drug
Company; Charles J. Carpenter, President of PharMerica; and
Steven H. Collis, President of ASD Specialty Healthcare, Inc.
Synergies
As announced
earlier, AmerisourceBergen expects to achieve $125 million
in annual pre-tax operating savings by the end of the third
anniversary of the merger. The savings will come primarily
from reducing the number of distribution centers from the
current 51 to approximately 30, consolidation of corporate
staffs, and efficiencies in purchasing.
Said
Mr. Yost, "We have done a significant amount of work over
the last five months evaluating operational and corporate
functions, and we are convinced that we'll be able to deliver
efficiencies that will meet or exceed these savings."
New Capital
Structure
In conjunction
with the merger, AmerisourceBergen realigned its capital structure,
issuing $500 million of 8.125 percent senior notes and retiring
the tendered bonds of its subsidiary, PharMerica. The tender
offer for the PharMerica bonds expires today. The Company
also obtained a new $1.3 billion credit facility, comprised
of a $300 million term loan and a $1 billion revolving credit
facility.
Proceeds
from the new notes will be used together with proceeds from
the 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 such as working capital and capital expenditures.
AmerisourceBergen
AmerisourceBergen
is the largest pharmaceutical services company in the United
States dedicated solely to the pharmaceutical supply chain.
It is the leading distributor of pharmaceutical products and
services to the hospital systems/acute care market, alternative
care facilities, and independent community pharmacies.
The Company
is also a leader in the institutional pharmacy marketplace.
With approximately $36 billion in annualized operating revenues,
AmerisourceBergen is headquartered in Valley Forge, PA, and
employs more than 13,000 people serving over 25,000 customers.
FORWARD-LOOKING
STATEMENTS
This
press release may 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 AmerisourceBergen and the benefits and
other aspects of the merger. The following factors, among
others, could cause actual results to differ materially from
those described in the forward-looking statements: 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 business of AmerisourceBergen
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, their most
recent quarterly reports on Form 10-Q, and their joint proxy
statement-prospectus dated August 1, 2001. AmerisourceBergen,
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.
Return
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Added
To S&P 500 Index
VALLEY
FORGE, Pa. & ORANGE, Calif., Aug 28, 2001-- Aug. 28, 2001
AmeriSource Health Corporation (NYSE: AAS) and Bergen Brunswig
Corporation (NYSE: BBC) today announced that AmerisourceBergen
Corporation (NYSE: ABC), the new company which will be formed
by the merger of AmeriSource and Bergen Brunswig, will be
added to the Standard & Poor's 500 Index after the close of
trading on Wednesday August 29, 2001.
The transaction
remains subject to shareholder approval and each company has
scheduled a special shareholders' meeting for approval of
the merger on Wednesday, August 29, 2001. On March 19, 2001,
AmeriSource and Bergen Brunswig announced that they had entered
into a merger agreement to create a new company named AmerisourceBergen
Corporation. Under the terms of the agreement, each share
of Bergen Brunswig common stock will be converted into 0.37
shares of AmerisourceBergen common stock and each share of
AmeriSource common stock will be converted into one share
of AmerisourceBergen common stock.
About
AmeriSource
AmeriSource
Health Corporation, with approximately $14 billion in annualized
operating revenue, is a leading distributor of pharmaceutical
and related healthcare products and services, and the industry's
largest provider of pharmaceuticals to acute care/health systems
customers. Headquartered in Valley Forge, PA, the Company
serves its base of about 15,000 customer accounts through
a national network of 22 strategically located drug distribution
facilities. For news and additional information about the
Company, visit its web site at www.amerisource.com.
About
Bergen Brunswig Bergen Brunswig Corporation, headquartered
in Orange County, California, is a leading supplier of pharmaceuticals
and specialty healthcare products as well as information management
solutions and consulting services. Bergen's customers include
the nation's healthcare providers (hospitals, nursing homes,
physicians), drug stores, manufacturers and patients. Through
its subsidiary companies, Bergen provides product distribution,
logistics, pharmacy management programs, and Internet fulfillment
strategies designed to reduce costs and improve patient outcomes
across the entire healthcare spectrum. Bergen Brunswig press
releases are available on the Company's web site at www.bergenbrunswig.com.
Forward-Looking
Statements
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.
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