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
[GRAPHIC OMITTED][GRAPHIC
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7000 Cardinal Place
Dublin, OH 43017
www.cardinal.com
FOR IMMEDIATE RELEASE
Contacts:
David Verbraska - Media
Cardinal Health, Inc.
(614) 757-3690
Steve Fischbach - Investor Relations
Cardinal Health, Inc.
(614) 757-7067
CARDINAL HEALTH ANNOUNCES EXECUTIVE PROMOTIONS
James F. Millar and George L. Fotiades assume enhanced strategic and
operational roles
DUBLIN, OHIO - December 12, 2002 - Cardinal Health, Inc. (NYSE: CAH), the
leading provider of products and services supporting the health care
industry, announced today the promotions of James F. Millar to president and
chief executive officer of Health Care Products and Services and George L.
Fotiades to president and chief executive officer of Life Sciences Products
and Services. The promotions, effective immediately, reflect Cardinal
Health's commitment to leadership planning and development, as well as the
company's ongoing effort to closely align itself with its primary customers -
health care providers and pharmaceutical manufacturers.
"Jim and George are tremendous leaders and a great team. In their expanded
roles they will continue to guide our businesses to fulfill our commitment to
delivering exceptional value to our customers and growing the company," said
Robert D. Walter, chairman and chief executive officer of Cardinal Health.
"Two of our company's biggest strengths are the depth and talent of our
management. These promotions demonstrate our dedication to broadening the
experience of our key executives as we build on our leading positions in
health care. The organizational alignments are a natural evolution of our
customer-centric outlook and sharpen the focus on the upstream life science
companies and downstream health care providers. Jim, George and I will work
together to ensure we continue to deliver operational excellence, while
building for the future."
Walter continued, "Cardinal Health has created a tremendous platform for
growth and we are poised to deliver over $1 billion in annual operating cash
flow over the next few years. These organizational changes enable me to focus
on the areas where I can create the greatest value for customers and
shareholders, specifically corporate strategy and business development,
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Cardinal Health Announces Leadership Promotions
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building Cardinal Health's global brand and leadership development. I am
excited about the long-term prospects for our company. The strategic
opportunities available to us within health care have simply never been better."
Cardinal Health will continue to operate under its four key financial
reporting segments - Pharmaceutical Distribution and Provider Services,
Medical Products and Services, Pharmaceutical Technologies and Services, and
Automation and Information Services. With this promotion, Millar will add
Automation and Information Services to his current responsibilities for
Pharmaceutical Distribution and Provider Services and Medical Products and
Services. Fotiades will continue to lead Pharmaceutical Technologies and
Services and take on additional responsibility for the Nuclear Pharmacy
Services business that will be formed under that segment upon completion of
the acquisition of Syncor International, when that company is combined with
Cardinal Health's Central Pharmacy Services Inc.
In addition to continuing to have operating responsibility for their
businesses, Millar and Fotiades will now also be responsible for more broadly
directing strategic activity, including new business development, long-term
strategy, mergers and acquisitions, and capital allocation for each of their
respective businesses. These changes will help the company maintain its focus
on building strong customer partnerships, integrating its broad offerings,
and pursuing product and service innovation.
Millar has been with Cardinal Health for 16 years and, for the past two
years, has led the Pharmaceutical Distribution and Provider Services and
Medical Products and Services groups. "With the addition of Automation and
Information Services, the primary businesses that touch our health care
provider customers are now united," Millar said. "We are in a great position
to deliver the integrated solutions our customers tell us they need. Our
focus will remain on creating increasing value along the entire supply chain
of care, as we continue to broaden our presence in the U.S. and international
health care markets."
Fotiades joined Cardinal Health in 1998 with the acquisition of R.P. Scherer
Corp., where he held a number of executive positions, including president.
Since joining Cardinal Health, Fotiades has led Cardinal Health's
Pharmaceutical Technologies and Services group. In addition to assuming
responsibility for the Nuclear Pharmacy Services business of Cardinal Health,
Fotiades will also now oversee Cord Logistics, a third-party logistics and
consulting business for small drug manufacturers and biotechnology companies.
"The choice of the Life Sciences name recognizes the commitment we have made
and the capabilities we have built to support both the traditional
pharmaceutical manufacturer, as well as the biotechnology customer, large and
small, public and private," Fotiades said. "Serving pharmaceutical and
biotechnology companies with discovery, delivery technology, manufacturing,
packaging, and marketing services, represents a tremendous growth opportunity
for Cardinal Health."
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. Cardinal Health is ranked
#23 on the current Fortune 500 list and was named one of the "The World's Best"
companies by Forbes magazine in 2002.
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Cardinal Health Announces Leadership Promotions
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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 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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