Filed Pursuant to Rule 424(b)(3)
Registration No. 333-100564
[SYNCOR LOGO]
November 25, 2002
Dear Stockholder:
We are writing to advise you that the special meeting of stockholders of
Syncor International Corporation that was originally scheduled to be held on
Tuesday, November 19, 2002, has been postponed and will now be held at 10:00
a.m., California time, on December 6, 2002, at the Warner Center Hilton Hotel,
6360 Canoga Avenue in Woodland Hills, California. However, Syncor currently
intends to convene the special meeting solely for the purpose of adjourning the
meeting to a later time, date and place so that certain additional information
can be provided to stockholders.
On October 17, 2002, Syncor mailed a Notice of Special Meeting and Proxy
Statement, which we refer to as the original proxy statement, to stockholders of
record for a special meeting of stockholders which was originally scheduled to
be held on November 19, 2002, for the purpose of, among other things, voting on
the proposed merger agreement with Cardinal Health. Subsequent to the date of
the original proxy statement, Syncor announced that a committee of outside
directors, together with outside counsel, has been investigating the propriety
of certain payments made by international subsidiaries of Syncor to customers in
several foreign countries. Additionally, subsequent to the date of the original
proxy statement, Syncor and Cardinal Health announced that Cardinal Health has
initiated discussions with Syncor regarding the possible modification of the
terms of the merger agreement. In order to provide the parties with the
opportunity to continue these discussions, Cardinal Health and Syncor have
amended the merger agreement to extend the date after which either party may
unilaterally elect to terminate the transaction from December 31, 2002 to
January 15, 2003, subject to the terms of the merger agreement. 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.
In light of these developments, and in order to provide time so that
additional information regarding the investigation and related matters and any
possible modification to the terms of the merger agreement may be provided to
stockholders, Syncor currently intends to convene the postponed special meeting
on December 6, 2002 solely for the purpose of adjourning the meeting to a later
time, date and place. It is currently anticipated that the new time, date and
place of the adjourned special meeting will be disclosed in a press release and
in supplemental proxy materials to be mailed to stockholders, as well as
announced at the postponed meeting on December 6, 2002.
Included with this letter is (1) a supplemental notice of postponed
meeting, (2) a copy of a press release issued by Syncor on November 19, 2002
disclosing Syncor's third quarter financial results and the status of the
special committee's investigation, (3) a copy of a joint press release issued by
Syncor and Cardinal Health on November 21, 2002 disclosing that Cardinal Health
has initiated discussions with Syncor regarding the possible modification of the
terms of the merger agreement, (4) a copy of a joint press release issued by
Syncor and Cardinal Health on November 22, 2002 disclosing that the parties
extended the termination date of the merger agreement and (5) a duplicate copy
of a proxy card to be used for voting your shares at the special meeting.
If you have not already voted or wish to change your vote, you may do so on
the enclosed proxy card or via the internet or telephone. We appreciate your
continued loyalty and support.
Cordially,
/s/ Bernard Puckett /s/ Robert G. Funari
BERNARD PUCKETT ROBERT G. FUNARI
Lead Director of the Board President and Chief Executive Officer
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued or
determined if this document is truthful or complete. Any representation to the
contrary is a criminal offense. This document does not constitute an offer to
sell or a solicitation of an offer to buy any securities in any jurisdiction
where an offer or solicitation would be illegal.
This document is dated and is first being mailed to stockholders on or
about November 25, 2002.
SYNCOR INTERNATIONAL CORPORATION
---------------------
SUPPLEMENTAL NOTICE OF POSTPONEMENT
OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of Syncor:
The special meeting of the stockholders of Syncor International
Corporation, a Delaware corporation, has been postponed from Tuesday, November
19, 2002, to Friday, December 6, 2002. The postponed special meeting will be
held at 10:00 a.m., California time, December 6, 2002, at the Warner Center
Hilton Hotel, 6360 Canoga Avenue in Woodland Hills, California. The purposes of
the special meeting are to:
1. Vote on a proposal to approve the Agreement and Plan of Merger,
dated as of June 14, 2002, among Cardinal Health, Inc., Mudhen Merger
Corp., a wholly owned subsidiary of Cardinal Health, and Syncor. Pursuant
to the merger agreement, Mudhen Merger Corp. will merge with and into
Syncor upon the terms and subject to the conditions set forth in the merger
agreement, as more fully described in the Notice of Special Meeting and
Proxy Statement mailed to you on or about October 17, 2002, which we refer
to as the original proxy statement. If the merger agreement is approved and
the merger and the related transactions contemplated by the merger
agreement are consummated, each share of Syncor common stock will become
0.52 of a Cardinal Health common share.
2. Adjourn the special meeting, if necessary, to permit further
solicitation of proxies in the event there are not sufficient votes at the
time of the special meeting to approve the merger agreement proposal.
3. Act on any other matters that may properly come before the special
meeting.
Your board of directors has fixed the close of business on October 9, 2002,
as the record date for determining stockholders entitled to notice of and to
vote at the special meeting. The merger agreement proposal requires the
affirmative vote of the holders of a majority of the outstanding Syncor shares
entitled to vote on the merger agreement proposal. Stockholders owning
approximately 6.8% of the outstanding Syncor shares as of the record date
already have agreed in writing to vote in favor of the approval of the merger
agreement proposal.
Syncor currently intends to convene the special meeting solely for the
purpose of adjourning the meeting to a later time, date and place so that
certain additional information can be provided to stockholders.
Enclosed is a duplicate copy of a proxy card. The proxy card which
accompanied the original proxy statement will remain valid. If you already
returned the original proxy card, your votes will be recorded unless you submit
a subsequent proxy changing your vote or you revoke your proxy. If you have not
voted or wish to change your vote, please mark, date and execute the enclosed
duplicate proxy card and mail it promptly in the enclosed envelope. Additional
instructions regarding voting and revocation of proxies is contained on page 19
of the original proxy statement.
By Order of the Board of Directors
/s/ Edwin A. Burgos
EDWIN A. BURGOS
Secretary
November 25, 2002
Woodland Hills, California
[SYNCOR LOGO]
NASDAQ: SCOR
FOR IMMEDIATE RELEASE
CONTACT:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International
Corp.
(818) 737-4702
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD-QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
COMPANY REPORTS ON STATUS OF SPECIAL COMMITTEE INVESTIGATION
WOODLAND HILLS, CALIFORNIA, NOVEMBER 19, 2002 -- Syncor International
Corporation (Nasdaq: SCOR) today announced that it has filed with the SEC its
Form 10-Q for the quarter ended September 30, 2002. The filing shows a 28
percent increase in net sales from continuing operations and a 53 percent
increase in operating income of its core U.S. pharmacy services business from
the same period last year.
According to the 10-Q, Syncor's net sales from continuing operations in the
quarter increased 28.3 percent to $192.2 million, compared to $149.8 million for
the same period of the prior year.
The Company generated sufficient cash flow during the quarter to repay
Company debt in the amount of $12 million.
U.S. PHARMACY SERVICES BUSINESS
For the third quarter ended September 30, 2002, sales increased by 28.0
percent to $181.9 million, compared to $142.1 million for the same period of the
prior year. Syncor continues to realize strong Cardiolite(R) sales, which
increased 22.3 percent as compared to the same period of the prior year due to
improved pricing as well as volume increases.
Operating income for the third quarter of 2002 increased by 53.3 percent to
$23.9 million, compared to $15.6 million for the same period of the prior year.
SPECIAL CHARGES
As previously reported as a subsequent event in our Form 10-K/A-1 for the
year ended December 31, 2001 and our Forms 10-Q/A-1 for the quarters ended March
31, 2002 and June 30, 2002, each filed with the SEC on October 11, 2002, the
Company recorded a special charge to earnings net after-tax of $31.3 million or
($1.14) per fully diluted share in the third quarter ended September 30, 2002.
The Company took the asset impairment charge based on its review of the offers
it received from potential buyers for Comprehensive Medical Imaging, Inc. (CMI),
the Company's discontinued medical imaging segment, and the Company's assessment
of the probable loss to the Company upon the sale of CMI. The Company announced
on June 14, 2002 that it is discontinuing the CMI operations and is entertaining
bids for the sale of CMI.
Syncor International Corporation
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
November 19, 2002
Page 2
UPDATE ON SPECIAL COMMITTEE INVESTIGATION AND DISCUSSIONS WITH THE DOJ AND SEC
As reported in the Form 10-Q, a special committee of the Board of Directors
of Syncor, working together with outside counsel and an independent forensic
accounting firm, believes it has substantially completed its gathering of facts
in connection with the previously-announced investigation of all of Syncor's
foreign operations (other than Israel where Syncor has only a licensing
arrangement and no operations). The special committee also is investigating
certain limited aspects of Syncor's domestic U.S. operations. The investigation
has included on-site reviews by representatives of the special committee in
every foreign country in which Syncor has operations. The special committee is
also investigating the knowledge and/or involvement of certain employees of
Syncor and its subsidiaries, including Monty Fu and Moses Fu, in the matters
subject to the investigation. Analysis of the information gathered is
continuing.
The following is a summary of the findings of the special committee to date
based on the information it has gathered at this time. The investigation is
continuing and there can be no assurance that additional issues will not be
found or that the findings below will be confirmed.
- The special committee has found that questionable payments have been made
over a substantial period of time to customers in Taiwan, including
state-owned and private healthcare facilities and certain of their
employees. Based on information gathered to date, some or all of the
payments appear to have violated U.S. law, including various provisions
of the Foreign Corrupt Practices Act of 1977 (the "FCPA"). In addition,
some or all of the payments appear to have violated local Taiwan law.
Over the past five years, these payments to state-owned facilities and
certain of their employees appear to have totaled an estimated $500,000.
- The special committee has also found questionable payments and other
transactions at Syncor operations in at least six other countries in
Asia, Latin America and Europe that also may have violated U.S. law,
including the payment, record-keeping and controls provisions of the
FCPA. In addition, some or all of these payments appear to have violated
local laws in the relevant jurisdiction.
- During the course of its investigation of Syncor's foreign operations,
the special committee identified a number of additional instances where
activities of Syncor or of its subsidiaries or representatives may have
constituted violations of local laws and regulations relating to, among
other things, tax, competition and regulatory matters.
While the special committee and its advisors are continuing the
investigation, based on the information available at this time, Syncor does not
expect that any of these payments, transactions or other matters will be
material to the financial results of Syncor or will result in an adjustment or
restatement of Syncor's historical financial statements. The special committee
intends to complete the investigation as promptly as practicable. A final
determination as to the full impact of the investigation on Syncor and Syncor's
financial statements is subject to the completion of the investigation.
Syncor has been cooperating fully with the Securities and Exchange
Commission (the "SEC") and the U.S. Department of Justice (the "DOJ") regarding
the matters that have been the subject of its internal investigation. At this
time, Syncor is in advanced discussions with the SEC staff concerning resolution
of the potential claims that the SEC may have against Syncor regarding the
matters that are the subject of the investigation. Any resolution with the staff
would be subject to SEC approval. Syncor is also in advanced discussions with
the DOJ concerning a resolution of these matters. Syncor is seeking to resolve
these matters with the SEC and the DOJ as promptly as practicable although there
can be no assurance that such discussions will result in a satisfactory
resolution of these matters. At this time Syncor cannot predict the extent to
which the SEC, the DOJ or any other governmental authorities will pursue
administrative, civil injunctive or criminal proceedings, the imposition of
fines or penalties or other remedies or sanctions.
Syncor International Corporation
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
November 19, 2002
Page 3
However, based on the current status of the discussions with the SEC and the
DOJ, Syncor has accrued $2.5 million for estimated potential fines and other
penalties that may be imposed by the SEC and the DOJ in connection with this
matter. There can be no assurance that this reserve will be sufficient to
address any such fines or other penalties actually imposed by the SEC, the DOJ
or any other governmental authorities. At this time, Syncor also cannot predict
what impact such discussions with or actions by the SEC, the DOJ or any other
governmental authorities may have on Syncor.
Additional information is included in the Form 10-Q and you are urged to
read the relevant disclosure in its entirety.
ACQUISITION OF SYNCOR BY CARDINAL HEALTH
On June 14, 2002, the Company announced that it had entered into a
definitive agreement with Cardinal Health providing for the acquisition of
Syncor. As previously announced, Syncor has postponed its special meeting of
stockholders, which is now scheduled for December 6, 2002, to consider approval
of the merger agreement. The exact time and place of the postponed special
meeting will be included in an amended notice of meeting and supplemental proxy
materials that will be mailed to stockholders as soon as they are available.
The acquisition of Syncor by Cardinal Health is subject to the satisfaction
or waiver of a number of conditions, including Syncor stockholder approval.
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 DOJ and SEC,
Syncor believes that the information it has learned in the investigation would
not result in Syncor's failure to satisfy the conditions to the acquisition.
However, no definitive determination as to the impact on the acquisition can be
made pending completion of the investigation and resolution of Syncor's
discussions with the DOJ and SEC. Moreover, Cardinal Health has previously
stated that it has not yet concluded whether the conditions to the transaction
will be satisfied and that "there can be no assurance that the transaction
involving the acquisition of Syncor by Cardinal Health will be completed."
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.
Syncor International Corporation
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
November 19, 2002
Page 4
------------------------------
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 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 site 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 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.
# # #
SYNCOR INTERNATIONAL CORPORATION
THREE MONTHS ENDED SEPTEMBER 30, 2002
Q3 2002 Q3 2001
ACTUAL ACTUAL % CHANGE
-------- -------- --------
($ IN 000'S)
Net Sales................................................... $192,212 $149,818 28.3%
-------- --------
Less: Cost of Goods Sold.................................... 133,458 105,009 27.1%
-------- --------
GROSS PROFIT................................................ 58,754 44,809 31.1%
-------- --------
% of Sales.................................................. 30.6% 29.9%
Operating, Selling and Admin. Expenses...................... 39,834 29,506 35.0%
Depreciation Expense........................................ 5,007 4,391 14.0%
Special Charges:
Transaction Costs......................................... 2,270 -- --
-------- --------
Total Operating Expenses.................................... 47,111 33,897 39.0%
% of Sales.................................................. 24.5% 22.6%
OPERATING INCOME............................................ 11,643 10,912 6.7%
% of Sales.................................................. 6.1% 7.3%
Other Income (Expense), net................................. (2,114) 595 --
-------- --------
Income From Continuing Operations........................... 9,529 11,507 -17.2%
Income Taxes................................................ 5,870 4,432 32.4%
-------- --------
Income From Continuing Operations After Tax................. 3,659 7,075 -48.3%
Discontinued Operations, net of taxes....................... (32,150) 759 --
-------- --------
NET INCOME (LOSS), NET OF TAXES............................. $(28,491) $ 7,834 --
======== ========
% of Sales.................................................. -14.8% 5.2%
Basic Earnings (Loss) per Common Share:
Continuing Operations..................................... $ 0.14 $ 0.29
Discontinued Operations................................... $ (1.25) $ 0.03
-------- --------
Net Basic Earnings (Loss) per Common Share.................. $ (1.11) $ 0.32
======== ========
Diluted Earnings (Loss) per Common Share:
Continuing Operations..................................... $ 0.13 $ 0.26
Discontinued Operations................................... $ (1.17) $ 0.03
-------- --------
Net Diluted Earnings (Loss) per Common Share................ $ (1.04) $ 0.29
======== ========
Weighted Average Number of Common Shares Outstanding:
Basic..................................................... 25,695 24,603
Diluted................................................... 27,405 27,024
SYNCOR INTERNATIONAL CORPORATION
NINE MONTHS ENDED SEPTEMBER 30, 2002
YTD Q3 2002 YTD Q3 2001
ACTUAL ACTUAL % CHANGE
----------- ----------- --------
($ IN 000'S)
Net Sales................................................ $555,112 $434,288 27.8%
-------- --------
Less: Cost of Goods Sold................................. 380,760 303,203 25.6%
-------- --------
GROSS PROFIT............................................. 174,352 131,085 33.0%
-------- --------
% of Sales............................................... 31.4% 30.2%
Operating, Selling and Admin. Expenses................... 109,202 74,859 45.9%
Depreciation Expense..................................... 14,609 11,713 24.7%
Special Charges:
Severance Expense...................................... 4,125 -- --
Transaction Costs...................................... 3,136 -- --
-------- --------
Total Operating Expenses................................. 131,072 86,572 51.4%
% of Sales............................................... 23.6% 19.9%
OPERATING INCOME......................................... 43,280 44,513 -2.8%
% of Sales............................................... 7.8% 10.2%
Other Income (Expense), net.............................. (3,029) (912) --
-------- --------
Income From Continuing Operations........................ 40,251 43,601 -7.7%
Income Taxes............................................. 17,697 16,858 5.0%
-------- --------
Income From Continuing Operations After Tax.............. 22,554 26,743 -15.7%
Discontinued Operations, net of taxes.................... (55,131) 2,280 --
-------- --------
NET INCOME (LOSS), NET OF TAXES.......................... $(32,577) $ 29,023 --
======== ========
% of Sales............................................... -5.9% 6.7%
Basic Earnings (Loss) per Common Share:
Continuing Operations.................................. $ 0.90 $ 1.09
Discontinued Operations................................ $ (2.20) $ 0.09
-------- --------
Net Basic Earnings (Loss) per Common Share............... $ (1.30) $ 1.18
======== ========
Diluted Earnings (Loss) per Common Share:
Continuing Operations.................................. $ 0.83 $ 0.99
Discontinued Operations................................ $ (2.04) $ 0.08
-------- --------
Net Diluted Earnings (Loss) per Common Share............. $ (1.21) $ 1.07
======== ========
Weighted Average Number of Common Shares Outstanding:
Basic.................................................. 25,081 24,494
Diluted................................................ 26,993 27,047
SYNCOR INTERNATIONAL CORPORATION
SEGMENT OPERATING RESULTS FROM CONTINUING OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------------------
SPS OVERSEAS
------------------------------ ----------------------------
Q3 2002 Q3 2001 % CHANGE Q3 2002 Q3 2001 % CHANGE
-------- -------- -------- ------- ------- --------
($ IN 000'S)
Net Sales......................... $181,877 $142,101 28.0% $10,335 $7,717 33.9%
Cost of Sales..................... 126,582 100,710 25.7% 6,876 4,299 59.9%
-------- -------- ------- ------
Gross Profit...................... 55,295 41,391 33.6% 3,459 3,418 1.2%
% of Net Sales.................... 30.4% 29.1% 33.5% 44.3%
Operating, Selling and
Administrative Expenses......... 28,863 23,834 21.1% 3,889 2,513 54.8%
Depreciation & Amortization....... 2,538 1,970 28.8% 882 1,096 -19.5%
-------- -------- ------- ------
Total Expenses.................... 31,401 25,804 21.7% 4,771 3,609 32.2%
-------- -------- ------- ------
% of Net Sales.................... 17.3% 18.2% 46.2% 46.8%
Operating Income (Loss)........... $ 23,894 $ 15,587 53.3% $(1,312) $ (191) 100%
======== ======== ======= ======
% of Net Sales.................... 13.1% 11.0% -12.7% -2.5%
---------------
Note -- the totals from this schedule will not agree to Syncor's Consolidated
Statements of Income due to Unallocated Corporate expenses
Reclassifications -- certain items have been reclassified in Q3 2001 business
unit results to conform to the current year's presentation;
there is not an impact on overall consolidated operating
results.
SYNCOR INTERNATIONAL CORPORATION
SEGMENT OPERATING RESULTS FROM CONTINUING OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------------------------
SPS OVERSEAS
------------------------------------ ------------------------------------
YTD Q3 2002 YTD Q3 2001 % CHANGE YTD Q3 2002 YTD Q3 2001 % CHANGE
----------- ----------- -------- ----------- ----------- --------
($ IN 000'S)
Net Sales.................. $524,004 $412,941 26.9% $31,108 $21,347 45.7%
Cost of Sales.............. 360,918 290,804 24.1% 19,842 12,399 60.0%
-------- -------- ------- -------
Gross Profit............... 163,086 122,137 33.5% 11,266 8,948 25.9%
% of Net Sales............. 31.1% 29.6% 36.2% 41.9%
Operating, Selling and
Administrative
Expenses................. 83,016 60,470 37.3% 9,718 6,627 46.6%
Depreciation &
Amortization............. 7,227 5,160 40.1% 2,442 2,574 -5.1%
-------- -------- ------- -------
Total Expenses............. 90,243 65,630 37.5% 12,160 9,201 32.2%
-------- -------- ------- -------
% of Net Sales............. 17.2% 15.9% 39.1% 43.1%
Operating Income (Loss).... $ 72,843 $ 56,507 28.9% $ (894) $ (253) 100%
======== ======== ======= =======
% of Net Sales............. 13.9% 13.7% -2.9% -1.2%
---------------
Note -- the totals from this schedule will not agree to Syncor's Consolidated
Statements of Income due to Unallocated Corporate expenses
Reclassifications -- certain items have been reclassified in Q3 2001 business
unit results to conform to the current year's presentation;
there is not an impact on overall consolidated operating
results.
SYNCOR INTERNATIONAL CORPORATION
PRO FORMA FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 2002
DISCONTINUED OPERATIONS
AS REPORTED ----------------------------------------
--------------------------------
BEFORE RESTRUCTURING AND OTHER CHARGES
CORPORATE CORPORATE ----------------------------------------
CHARGES CHARGES TOTAL SEEDS OVERSEAS IMAGING TOTAL
--------- --------- -------- ------- -------- -------- --------
($ IN 000'S)
Net Sales................. $192,212 $ 0 $192,212 $ 0 $ 0 $ 0 $ 0
-------- ------- -------- ------- ------- -------- --------
Cost of Sales............. 133,458 -- 133,458 -- -- -- --
-------- ------- -------- ------- ------- -------- --------
Gross Profit.............. 58,754 -- 58,754 -- -- -- --
Operating, Selling and
Admin. ................. 39,834 -- 39,834 -- -- -- --
Depreciation Expense...... 5,007 -- 5,007 -- -- -- --
Transaction Costs......... -- 2,270 2,270 -- -- -- --
-------- ------- -------- ------- ------- -------- --------
Total Operating
Expenses................ 44,841 2,270 47,111 -- -- -- --
-------- ------- -------- ------- ------- -------- --------
Operating Income (Loss)... 13,913 (2,270) 11,643 -- -- -- --
-------- ------- -------- ------- ------- -------- --------
Other Income (Expense),
Net..................... 386 (2,500) (2,114) -- -- (47,519) (47,519)
-------- ------- -------- ------- ------- -------- --------
Operating Income (Loss)... 14,299 (4,770) 9,529 -- -- (47,519) (47,519)
Income Taxes (Benefit).... 5,597 273 5,870 -- -- (16,204) (16,204)
-------- ------- -------- ------- ------- -------- --------
Income (Loss) After Tax... $ 8,702 $(5,043) $ 3,659 $ 0 $ 0 $(31,315) $(31,315)
======== ======= ======== ======= ======= ======== ========
Fully Diluted Outstanding
Shares.................. 27,405 27,405 27,405 27,405 27,405 27,405 27,405
-------- ------- -------- ------- ------- -------- --------
Diluted Earnings (Loss)
Per Common Share........ $ 0.31 $ (0.18) $ 0.13 $ 0.00 $ 0.00 $ (1.14) $ (1.14)
======== ======= ======== ======= ======= ======== ========
DISCONTINUED OPERATIONS
-----------------------------------------------
RESULTS FOR THREE MONTHS ENDED
SEPTEMBER 30, 2002
------------------------------------
SEEDS OVERSEAS IMAGING TOTAL COMBINED
----- -------- ------- ------- --------
($ IN 000'S)
Net Sales................. $ 0 $ 1,574 $39,894 $41,468 $ 41,468
----- ------- ------- ------- --------
Cost of Sales............. -- 977 13,705 14,682 14,682
----- ------- ------- ------- --------
Gross Profit.............. -- 597 26,189 26,786 26,786
Operating, Selling and
Admin. ................. -- 579 18,045 18,624 18,624
Depreciation Expense...... -- 107 5,598 5,705 5,705
Transaction Costs......... -- -- -- -- --
----- ------- ------- ------- --------
Total Operating
Expenses................ -- 686 23,643 24,329 24,329
----- ------- ------- ------- --------
Operating Income (Loss)... -- (89) 2,546 2,457 2,457
----- ------- ------- ------- --------
Other Income (Expense),
Net..................... -- (175) (3,027) (3,202) (50,721)
----- ------- ------- ------- --------
Operating Income (Loss)... -- (264) (481) (745) (48,264)
Income Taxes (Benefit).... -- 17 73 90 (16,114)
----- ------- ------- ------- --------
Income (Loss) After Tax... $ 0 $ (281) $ (554) $ (835) $(32,150)
===== ======= ======= ======= ========
Fully Diluted Outstanding
Shares.................. -- 27,405 27,405 27,405 27,405
----- ------- ------- ------- --------
Diluted Earnings (Loss)
Per Common Share........ $0.00 $ (0.01) $ (0.02) $ (0.03) $ (1.17)
===== ======= ======= ======= ========
---------------
Note: We have included this schedule to provide more detail of the non-recurring
expenses for the period presented and to provide the detail of the
restructuring charges and discontinued operations. Included in the As
Reported columns is a reconciliation of the reported results of operations
and the non-recurring charges for the period. For the discontinued
operations we have shown a reconciliation of the components of the
discontinued operations breaking out the non-recurring charges from the
discontinued operations results for the period.
SYNCOR INTERNATIONAL CORPORATION
PRO FORMA FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2002
DISCONTINUED OPERATIONS
AS REPORTED ----------------------------------------
--------------------------------
BEFORE RESTRUCTURING AND OTHER CHARGES
CORPORATE CORPORATE ----------------------------------------
CHARGES CHARGES TOTAL SEEDS OVERSEAS IMAGING TOTAL
--------- --------- -------- ------- -------- -------- --------
($ IN 000'S)
Net Sales....................... $555,112 $ 0 $555,112 $ 0 $ 0 $ (2,376) $ (2,376)
-------- ------- -------- ------- -------- -------- --------
Cost of Sales................... 380,760 -- 380,760 -- -- -- --
-------- ------- -------- ------- -------- -------- --------
Gross Profit.................... 174,352 -- 174,352 -- -- (2,376) (2,376)
Operating, Selling and
Admin. ....................... 109,202 -- 109,202 -- -- 987 987
Depreciation Expense............ 14,609 -- 14,609 -- -- -- --
Severance Costs................. 3,604 3,604 125 1,685 6,002 7,812
Transaction Costs............... 3,136 3,136 -- --
Asset Impairment or write
downs......................... -- 521 521 702 13,484 8,784 22,970
-------- ------- -------- ------- -------- -------- --------
Total Operating Expenses........ 123,811 7,261 131,072 827 15,169 15,773 31,769
-------- ------- -------- ------- -------- -------- --------
Operating Income (Loss)......... 50,541 (7,261) 43,280 (827) (15,169) (18,149) (34,145)
-------- ------- -------- ------- -------- -------- --------
Other Income (Expense), Net..... (529) (2,500) (3,029) -- -- (47,519) (47,519)
-------- ------- -------- ------- -------- -------- --------
Operating Income (Loss)......... 50,012 (9,761) 40,251 (827) (15,169) (65,668) (81,664)
Income Taxes (Benefit).......... 19,346 (1,649) 17,697 (318) (2,003) (23,191) (25,512)
-------- ------- -------- ------- -------- -------- --------
Income (Loss) After Tax......... $ 30,666 $(8,112) $ 22,554 $ (509) $(13,166) $(42,477) $(56,152)
======== ======= ======== ======= ======== ======== ========
Fully Diluted Outstanding
Shares........................ 26,993 26,993 26,993 26,993 26,993 26,993 26,993
-------- ------- -------- ------- -------- -------- --------
Diluted Earnings (Loss) Per
Common Share.................. $ 1.13 $ (0.30) $ 0.83 $ (0.02) $ (0.49) $ (1.57) $ (2.08)
======== ======= ======== ======= ======== ======== ========
DISCONTINUED OPERATIONS
---------------------------------------------------
RESULTS FOR NINE MONTHS ENDED
SEPTEMBER 30, 2002
----------------------------------------
SEEDS OVERSEAS IMAGING TOTAL COMBINED
------- -------- -------- -------- --------
($ IN 000'S)
Net Sales....................... $ 120 $ 4,817 $120,970 $125,907 $123,531
------- ------- -------- -------- --------
Cost of Sales................... 180 3,053 40,339 43,572 43,572
------- ------- -------- -------- --------
Gross Profit.................... (60) 1,764 80,631 82,335 79,959
Operating, Selling and
Admin. ....................... 95 1,946 53,083 55,124 56,111
Depreciation Expense............ 21 546 16,005 16,572 16,572
Severance Costs................. 7,812
Transaction Costs............... --
Asset Impairment or write
downs......................... -- -- -- -- 22,970
------- ------- -------- -------- --------
Total Operating Expenses........ 116 2,492 69,088 71,696 103,465
------- ------- -------- -------- --------
Operating Income (Loss)......... (176) (728) 11,543 10,639 (23,506)
------- ------- -------- -------- --------
Other Income (Expense), Net..... -- 83 (8,448) (8,365) (55,884)
------- ------- -------- -------- --------
Operating Income (Loss)......... (176) (645) 3,095 2,274 (79,390)
Income Taxes (Benefit).......... (68) (130) 1,451 1,253 (24,259)
------- ------- -------- -------- --------
Income (Loss) After Tax......... $ (108) $ (515) $ 1,644 $ 1,021 $(55,131)
======= ======= ======== ======== ========
Fully Diluted Outstanding
Shares........................ 26,993 26,993 26,993 26,993 26,993
------- ------- -------- -------- --------
Diluted Earnings (Loss) Per
Common Share.................. $ (0.00) $ (0.02) $ 0.06 $ 0.04 $ (2.04)
======= ======= ======== ======== ========
---------------
Note: We have included this schedule to provide more detail of the non-recurring
expenses for the period presented and to provide the detail of the
restructuring charges and discontinued operations. Included in the As
Reported columns is a reconciliation of the reported results of operations
and the non-recurring charges for the period. For the discontinued
operations we have shown a reconciliation of the components of the
discontinued operations breaking out the non-recurring charges from the
discontinued operations results for the period.
SYNCOR INTERNATIONAL CORPORATION
SELECTED CASH FLOW DATA FOR CONTINUING OPERATIONS
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
2002 2001
------- --------
($ IN 000'S)
Net Cash Provided By (Used In) Operations................... $54,260 $ 42,613
Less: Capital Additions..................................... $20,741 $ 32,226
------- --------
FREE CASH FLOW.............................................. $33,519 $ 10,387
======= ========
Acquisition of Businesses, Net of Cash Acquired............. $ 6,446 $ 25,415
------- --------
Total....................................................... $27,073 $(15,028)
======= ========
SYNCOR INTERNATIONAL CORPORATION
SELECTED BALANCE SHEET DATA
SEPTEMBER 30, JUNE 30, DECEMBER 31,
2002 2002 2001
------------- -------- ------------
($ IN 000'S)
CONTINUING OPERATIONS:
Cash, Cash Equiv. and Marketable Securities.............. $ 38,662 $ 17,262 $ 28,855
Accounts Receivables, net................................ $106,715 $113,057 $ 97,003
Inventory................................................ $ 28,875 $ 28,224 $ 28,879
Total Current Assets..................................... $197,566 $180,141 $172,946
Total Assets............................................. $346,093 $327,640 $304,687
Accounts Payable......................................... $ 65,204 $ 67,549 $ 62,021
Other Current Liabilities (includes short-term debt)..... $ 50,611 $ 69,769 $ 38,006
-------- -------- --------
Total Current Liabilities................................ $115,815 $137,318 $100,027
Debt (short term and long term):
Credit Line............................................ $ 9,625 $ 7,520 $ 26,122
Other Debt (includes short-term debt).................. $ 11,238 $ 25,870 $ 15,341
-------- -------- --------
Total Outstanding Debt................................... $ 20,863 $ 33,390 $ 41,463
Total Stockholders' Equity............................... $223,361 $230,336 $234,828
Current Ratio............................................ 1.71 1.31 1.73
DSO...................................................... 50.52 54.34 53.87
DISCONTINUED OPERATIONS:
Accounts Receivables, net................................ $ 45,247 $ 50,016 $ 58,700
Inventory................................................ $ 1,315 $ 1,431 $ 1,751
Total Current Assets..................................... $ 71,054 $ 68,673 $ 74,450
Total Assets............................................. $235,794 $283,541 $283,154
Accounts Payable......................................... $ 2,519 $ 3,352 $ 3,832
Other Current Liabilities (includes short-term debt)..... $ 52,045 $ 30,762 $ 26,256
-------- -------- --------
Total Current Liabilities................................ $ 54,564 $ 34,114 $ 30,088
Debt (short term and long term):
Credit Line............................................ $130,638 $141,080 $143,328
Other Debt (includes short-term debt).................. $ 46,167 $ 33,020 $ 41,906
-------- -------- --------
Total Outstanding Debt................................... $176,805 $174,100 $185,234
Total Stockholders' (Deficit) Equity..................... $(52,621) $(20,278) $ (862)
Current Ratio............................................ 1.30 2.01 2.47
DSO...................................................... 99.29 116.81 111.36
SYNCOR INTERNATIONAL CORPORATION
GOODWILL IMPACT
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2001
----------------- ------------------
($ IN 000'S)
First Quarter, 2001....................................... $1,530 $ 0
Second Quarter, 2001...................................... $1,548 $ 0
Third Quarter, 2001....................................... $1,372 $1,372
------ ------
Total Goodwill Expense.................................... $4,450 $1,372
Tax Effect................................................ 0.60 0.60
------ ------
Net Income Effect......................................... $2,670 $ 823
====== ======
Estimated Impact on EPS
Without Goodwill Amortization:
Basic Shares Outstanding................................ $ 0.11 $ 0.03
Diluted Shares Outstanding.............................. $ 0.10 $ 0.03
Weighted Average Number of Common Shares Outstanding:
Basic................................................... 24,494 24,603
Diluted................................................. 27,047 27,024
[Syncor Logo]
[Cardinal Health Logo]
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
Syncor International Corporation and Cardinal Health, Inc.
CARDINAL HEALTH INITIATES DISCUSSIONS WITH SYNCOR TO POSSIBLY MODIFY MERGER
AGREEMENT
November 21, 2002
Page 2
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.
------------------------------
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
web site at www.sec.gov. A free copy of the proxy statement/prospectus may also
be
Syncor International Corporation and Cardinal Health, Inc.
CARDINAL HEALTH INITIATES DISCUSSIONS WITH SYNCOR TO POSSIBLY MODIFY MERGER
AGREEMENT
November 21, 2002
Page 3
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.
[Syncor Logo]
[Cardinal Health Logo]
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
SYNCOR AND CARDINAL HEALTH ANNOUNCE AMENDMENT TO
MERGER AGREEMENT TO EXTEND TERMINATION DATE
WOODLAND HILLS, CALIFORNIA AND DUBLIN, OHIO -- NOVEMBER 22, 2002 -- Syncor
International Corporation (Nasdaq: SCOR) and Cardinal Health, Inc. (NYSE: CAH)
today announced that they have agreed to amend their previously announced merger
agreement to extend the date after which either party may unilaterally elect to
terminate the transaction from December 31, 2002, to January 15, 2003, subject
to the terms of the merger agreement. The amendment does not affect any terms of
the merger agreement other than the termination provisions.
On November 21, 2002, Syncor and Cardinal Health announced that Cardinal
Health had initiated discussions with Syncor regarding the possible modification
of the terms of their previously announced merger agreement under which Cardinal
Health would acquire Syncor. The purpose of the amendment to the termination
date is to provide the parties with further time to continue these discussions.
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. Cardinal Health has previously stated that it has not yet
concluded whether the conditions to the transaction will be satisfied and that
"there can be no assurance that the transaction involving the acquisition of
Syncor by Cardinal Health will be completed."
Syncor also today announced that it will be mailing to its stockholders a
supplemental notice of postponement of its special meeting of stockholders to
consider approval of the merger agreement with Cardinal Health. As previously
announced, the postponed meeting will now be held on December 6, 2002.
Syncor International Corporation and Cardinal Health, Inc.
SYNCOR AND CARDINAL HEALTH ANNOUNCE AMENDMENT TO MERGER AGREEMENT TO EXTEND
TERMINATE DATE
November 22, 2002
Page 2
Syncor intends to convene the postponed special meeting on December 6 solely for
the purpose of adjourning the meeting to a later time, date and place so that
additional information can be provided to 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.
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.
---------------
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
web sit 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.
SPECIAL MEETING OF STOCKHOLDERS OF
SYNCOR INTERNATIONAL CORPORATION
December 6, 2002
Co. # Acct. #
---------------- ----------------
/PROXY VOTING INSTRUCTIONS/
TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
TO VOTE BY INTERNET
-------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS [RIGHT ARROW] / /
[DOWN ARROW] Please Detach and Mail in the Envelope Provided [DOWN ARROW]
-------------------------------------------------------------------------------
Please mark your
A /X/ votes as in this
example.
1. MERGER AGREEMENT. To approve the FOR AGAINST ABSTAIN
Agreement and Plan of Merger, / / / / / /
dated as of June 14, 2002, by and
among Syncor, Cardinal Health,
Inc. and Mudhen Merger Corp.
pursuant to which Mudhen Merger
Corp. will be merged with and
into Syncor
2. ADJOURNMENT. To adjourn the
Special Meeting, if necessary, / / / / / /
to permit further solicitation
of proxies in the event there
are not sufficient votes at the
time of the Special Meeting to
approve the merger agreement
proposal
In their discretion, the proxies named above are authorized
to vote upon such other matters as may properly come before
the Special Meeting and any adjournment or postponement of
the Special Meeting. If you do not sign and return a proxy
card, or vote by telephone or through the internet or attend
the Special Meeting, your shares of Syncor Common Stock
cannot be voted. If no instructions are given, this proxy
will be voted FOR both proposals.
All previous proxies given by the undersigned to vote at the
Special Meeting or at any adjournment or postponement of the
Special Meeting are hereby revoked, and receipt of notice of
the Special Meeting and of the accompanying Proxy Statement
is hereby acknowledged.
Your control number is
---------------------
IMPORTANT -- PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY.
Date: 2002
------------------------ ---------------------------- --------- ------
Signature (Signature, if jointly held) (Title)
NOTE: Please sign your name exactly as it appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If signing on behalf of a
corporation, please sign in full corporate name by the President or other
authorized officer(s) of the corporation. If signing on behalf of a
partnership, please sign in full partnership name by authorized person(s)
of the partnership.
PROXY
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
SYNCOR INTERNATIONAL CORPORATION
FOR THE SPECIAL MEETING OF
SYNCOR INTERNATIONAL CORPORATION STOCKHOLDERS.
The undersigned hereby appoints Bernard Puckett and Robert G. Funari, and each
of them, with full power of substitution and resubstitution, attorneys and
proxies of the undersigned to vote all of the outstanding shares of common
stock, par value $0.05 per share, of Syncor International Corporation
("Syncor") ("Syncor Common Stock") that the undersigned is entitled to vote,
and with all the power that the undersigned would possess. If personally
present, at the special meeting of Syncor stockholders to be held on December
6, 2002 (the "Special Meeting"), or at any adjournment or postponement of the
Special Meeting, on the following matters:
(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE)
Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
Please mark your
A [X] votes as in this
example.
FOR AGAINST ABSTAIN
1. MERGER AGREEMENT. To approve the [ ] [ ] [ ]
Agreement and Plan of Merger, dated
as of June 14, 2002, by and among
Syncor, Cardinal Health, Inc. and
Mudhen Merger Corp. pursuant to
which Mudhen Merger Corp. will be
merged with and into Syncor.
2. ADJOURNMENT. To adjourn the [ ] [ ] [ ]
Special Meeting, if necessary, to
permit further solicitation of
proxies in the event there are not
sufficient votes at the time of
the Special Meeting to approve the
merger agreement proposal.
In their discretion, the proxies named above are authorized to
vote upon such other matters as may properly come before the
Special Meeting and any adjournment or postponement of the
Special Meeting. If you do not sign and return a proxy card,
or vote by telephone or through the internet, or attend the
Special Meeting, your shares of Syncor Common Stock cannot be
voted. If no instructions are given, this proxy will be voted
FOR both proposals.
All previous proxies given by the undersigned to vote at the
Special Meeting or at any adjournment or postponement of the
Special Meeting are hereby revoked, and receipt of notice of
the Special Meeting and of the accompanying Proxy Statement is
hereby acknowledged.
Your control number is:
--------------------
IMPORTANT-PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY.
Date: , 2002
----------------- ---------------------------- ------------ -----
Signature (Signature, if jointly held) (Title)
NOTE: Please sign your name exactly as it appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If signing on behalf of a
corporation, please sign in full corporate name by the President or other
authorized officer(s) of the corporation. If signing on behalf of a
partnership, please sign in full partnership name by authorized person(s)
of the partnership.
-------------------------------------------------------------------------------
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
SYNCOR INTERNATIONAL CORPORATION
DECEMBER 6, 2002
- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED-
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PLEASE MARK
A [X] YOUR VOTES
AS IN THE
EXAMPLE
1 MERGER AGREEMENT. To approve the FOR AGAINST ABSTAIN
Agreement and Plan of Merger, dated [ ] [ ] [ ]
as of June 14, 2002, by and among
Syncor, Cardinal Health, Inc. and
Mudhen Merger Corp. pursuant to
which Mudhen Merger Corp. will be
merged with and into Syncor.
2 ADJOURNMENT. To adjourn the Special [ ] [ ] [ ]
Meeting, if necessary, to permit
further solicitation of proxies in
the event there are not sufficient
votes at the time of the Special
Meeting to approve the merger
agreement proposal.
In their discretion, the proxies named above are authorized
to vote upon such other matters as may properly come before
the Special Meeting and any adjournment or postponement of
the Special Meeting. If you do not sign and return a proxy
card, or vote by telephone or through the internet or attend
the Special Meeting, your shares of Syncor Common Stock
cannot be voted. If no instructions are given, this proxy
will be voted FOR both proposals.
All previous proxies given by the undersigned to vote at the
Special Meeting or at any adjournment or postponement of the
Special Meeting are hereby revoked, and receipt of notice of
the Special Meeting and of the accompanying Proxy Statement
is hereby acknowledged.
Your control number is:
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IMPORTANT - PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY
DATE: , 2002
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Signature (Signature, if jointly held) (Title)
NOTE: Please sign your name exactly as it appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If signing on behalf of a
corporation, please sign in full corporate name by the President or other
authorized officer(s) of the corporation. If signing on behalf of a
partnership, please sign in full partnership name by authorized person(s)
of the partnership.
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