Filed by Syncor International Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Syncor International Corporation
Commission File No. 0-8640
On December 11, 2002, Syncor International Corporation issued the following
press release:
[GRAPHIC OMITTED]
NASDAQ: SCOR
FOR IMMEDIATE RELEASE
Contact:
Tony Knight
Sitrick and Company
(310) 788-2850
Bill Powell
Investor Relations
Syncor International Corp.
(818) 737-4702
SYNCOR MAILS PROXY MATERIALS FOR RECONVENED SPECIAL MEETING
TO VOTE ON ACQUISITION BY CARDINAL HEALTH
o Special Meeting to be Reconvened on December 30, 2002
o Implements Previously Announced Agreement with Department of Justice by
Entering Syncor Taiwan Guilty Plea
o Securities and Exchange Commission Approves Settlement Entered into by
SEC Staff
WOODLAND HILLS, California, December 11, 2002 - Syncor International
Corporation (Nasdaq: SCOR) announced today that it has mailed supplemental
proxy materials to its stockholders for its special meeting of stockholders to
be reconvened on December 30, 2002 for the purpose of voting on the agreement
providing for the acquisition of Syncor by Cardinal Health (NYSE: CAH).
As previously announced, the meeting was adjourned on December 6, 2002 and
will be reconvened on December 30, 2002 at 2:00 p.m. PST, at the Warner Center
Hilton Hotel, 6360 Canoga Avenue, Woodland Hills, California. The meeting was
adjourned in order to give Syncor stockholders an opportunity to review
amendments to the original merger agreement dated June 14, 2002 and other
recent developments affecting Syncor. Supplemental proxy materials describing
the amended merger agreement and related matters were mailed today to all
Syncor stockholders as of the record date of October 9, 2002. A Cardinal
Health post-effective amendment relating to the supplemental proxy materials
was declared effective by the SEC yesterday.
Pursuant to a previously announced agreement with the U.S. Department of
Justice (DOJ) relating to improper payments made by Syncor subsidiaries in
certain foreign countries, Syncor's subsidiary, Syncor Taiwan, Inc., pled
guilty yesterday to a violation of the Foreign Corrupt Practices Act (FCPA)
and was sentenced by the court to pay a previously agreed to $2 million fine.
In addition, yesterday the Securities and Exchange Commission approved the
agreement announced on December 4, 2002 with the SEC Staff. In connection with
that agreement, the SEC issued an administrative order finding that Syncor
violated the anti-bribery, books-and-records, and internal-controls provisions
of the FCPA, ordering Syncor to cease-and-desist from such violations, and
requiring Syncor to retain an independent consultant to review and make
recommendations concerning the company's FCPA compliance policies and
procedures. Yesterday the SEC also filed a civil complaint against Syncor
alleging violations of the FCPA. Without admitting or denying the SEC's
charges, Syncor consented to the SEC's issuance of its administrative order
and to the entry of a final judgment in the lawsuit requiring it to pay a
$500,000 civil penalty. The civil penalty is subject to court approval.
The proposed acquisition of Syncor by Cardinal Health was first announced in
June 2002 and is a stock-for-stock merger in which Syncor will become a
wholly-owned subsidiary of Cardinal Health. As announced on December 4, 2002,
under the terms of the amended merger agreement, Syncor stockholders will
receive 0.47 of a Cardinal Health common share in exchange for each
outstanding share of Syncor common stock upon completion of the merger. The
acquisition remains subject to satisfaction of various conditions, including
approval of the amended merger agreement by Syncor stockholders. Syncor
expects that the merger transaction will close shortly after the Syncor
stockholder meeting if the amended merger agreement is approved by Syncor
stockholders and all other conditions to the merger have been satisfied.
About Syncor
Syncor International Corporation is a leading provider of high
technology health care services concentrating on nuclear pharmacy services,
medical imaging, niche manufacturing and radiotherapy. In the nuclear pharmacy
services business, Syncor compounds and dispenses radiopharmaceuticals for
diagnostic and therapeutic use by nuclear medicine departments in hospitals
and outpatient clinics. Syncor distributes these time-critical pharmaceuticals
to more than 7,000 U.S.-based customers through an integrated network of 130
domestic and 19 international nuclear pharmacies. Medical imaging services are
provided through an integrated network of 73 domestic and 19 internationally
owned or operated facilities. Syncor announced on June 14, 2002 that it
intends to exit the U.S. medical imaging business. Syncor also owns or
operates ten domestic and two international production facilities for positron
emission tomography (PET) radiopharmaceuticals, and is a party to a series of
agreements to make PET technology more accessible to healthcare providers and
patients nationwide. For more information visit www.syncor.com.
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Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. The most significant
of these uncertainties are described in Syncor's Form 10-K, Form 8-K and Form
10-Q reports (including all amendments to those reports) and exhibits to those
reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the loss of
one or more key customer or supplier relationships, changes in the
distribution patterns or reimbursement rates for health-care products and/or
services, the costs and other effects of governmental regulation and legal and
administrative proceedings, and general economic and market conditions. Syncor
undertakes no obligation to update or revise any forward-looking statements.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Syncor
International Corporation ("Syncor") in connection with the proposed merger,
and their interests in the solicitation, is set forth in the definitive proxy
statement/prospectus dated October 16, 2002 mailed to Syncor stockholders on
October 17, 2002 and filed with the SEC as well as supplemental proxy
materials dated, mailed and filed with the SEC on November 25, 2002 and
December 11, 2002, respectively. 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 materials 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 materials at the SEC's
web site at www.sec.gov. A free copy of the proxy statement/prospectus and the
supplemental proxy materials 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
materials 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 and the
supplemental proxy materials carefully before making any voting or investment
decision.
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