Filed by Syncor International Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Syncor International Corporation
Commission File No. 0-8640
THE FOLLOWING IS THE TEXT OF AN EMAIL DISTRIBUTED TO SYNCOR EMPLOYEES:
From: Kredell, Pamela
Sent: Friday, June 14, 2002 11:14 AM
To: Everyone
Subject: On behalf of Monty Fu and Bob Funari
To: All Syncor Business Partners
From: Monty Fu and Bob Funari
Today, Friday, June 14, 2002, Cardinal Health and Syncor International
issued a press release announcing that a definitive agreement has been
signed whereby Cardinal Health will acquire Syncor International
Corporation.
Developments in healthcare have greatly expanded our understanding of the
nature of disease, opening up the door to exciting new opportunities in
pharmaceuticals, biotechnology, and nuclear medicine. By combining our
resources, our skills, and our relationships, Syncor and Cardinal Health
can maximize the potential of these opportunities. The future of Syncor has
never been brighter than it is today.
In this message, Monty Fu and I would like to address the broad issues
associated with this decision and answer preliminary questions you might
have. Please be aware that many issues cannot be discussed at this time
because of legal restrictions. However, we are committed to communicating
news to you as directly as possible and today's communication is designed
to answer some of the early questions that we know will arise.
What does this mean for Syncor and Cardinal Health ?
Syncor and Cardinal Health have signed a definitive agreement to merge
Syncor into Cardinal Health. Once the transaction receives regulatory
clearance and is approved by our shareholders, the deal will be closed and
we will work with Cardinal Health to integrate our two organizations.
When will the transaction be completed?
We hope to close the transaction by the end of the year, but it will depend
on how quickly we receive regulatory clearance and shareholder approval.
How will the financial transaction for this event work?
Under the plan announced June 14, Syncor has agreed to a merger with
Cardinal Health involving a stock swap. Syncor shareholders will receive
shares of Cardinal Health stock for the Syncor shares they own. The
transaction must be approved by U.S. regulatory agencies and Syncor's
shareholders.
How will this transaction affect the different business units within
Syncor?
Once the sale is completed, Syncor Pharmaceutical Services will continue to
report through its existing management structure as a division of Cardinal
Health.
As we announced in our press release, we have decided to exit the imaging
business. We have had some important discussions with several qualified
potential buyers of CMI and we will communicate further developments as
they occur.
We understand that these changes create concern and discomfort. We are
committed to keeping you all informed in as direct and timely a manner as
possible.
How does this affect my Syncor stock and stock options?
This merger must be approved by the shareholders of Syncor. If the
transaction is approved by the shareholders and is cleared by the
appropriate governmental authorities, each Syncor shareholder will receive
..52 shares of Cardinal Health stock for each share of Syncor stock that he
or she owns. In addition, each Syncor option will be rolled over into a
fully-vested option to acquire .52 shares of Cardinal Health stock with an
exercise price reflecting a corresponding adjustment. The options will
remain subject to all other terms of the relevant option plans.
How does this agreement help Syncor?
Recently, we began to consider redirecting our strategy in several
significant ways. Most critically, we made a decision to focus our
resources and future business development efforts on two emerging growth
opportunities in SPS - complex pharmaceuticals and nuclear oncology. This
transaction will allow Syncor to access Cardinal Health's extensive network
of relationships with both pharmaceutical and biotechnology companies in
pursuing these opportunities. In addition, Cardinal Health has the
financial capital and other critical resources that will ensure our ability
to pursue our shared strategies.
How does this agreement help Cardinal Health?
Cardinal Health is a highly successful, principled organization with a
desire to invest and grow its businesses. The Cardinal Health executive
team views Syncor as an organization that shares a common commitment to
excellence and a passion for customer service and performance.
What happens until the sale is approved and final?
Business as usual. Our field operations and corporate departments will
continue to focus on their ongoing responsibility to serve their customers.
There is no reason for us to do anything differently at this time. All
Syncor benefit programs including the ESSOP/401k and UPPEP will remain
unchanged prior to the transaction being completed.
What will happen to my job?
Cardinal Health is very impressed with Syncor as a company and the
intellectual capital provided by its employees, and as a result has no
plans for significant changes which would affect current Syncor employees.
We understand that your continued employment, as well as the security that
comes with the compensation and benefits you receive from Syncor is of
great importance to you. We also know that you have a lot of questions
about what this merger will mean to you. Decision will be made over a
period of time that can provide you with answers to those questions. You
should know that as soon as these decisions are made, they will be
communicated to you. We ask for your patience and support during this
period.
When can we start working with CPSI labs?
It's important that we don't discuss specific customer information,
pricing, or marketing efforts with Syncor or otherwise coordinate our
strategies until the acquisition receives regulatory clearance and is
concluded. Please do not approach Syncor until we let you know that the
transaction is final. Similarly, if you are approached for any information,
please check with Rod Boone before you respond to any inquiries.
Where can I go for further clarification?
This communications is the first of many ongoing messages that will discuss
the progress of this transaction. This first communication is just a start.
However, you have our commitment and that of Cardinal Health management to
keep you as informed as possible and to give you as much advance notice of
changes as possible. We will communicate as openly as we can, within
regulatory guidelines, and information will be made available to all Syncor
Business Partners electronically and through your supervisors. In addition,
I will commit to giving you periodic updates in my regular phone mail
messages. We will be filing documents with the SEC that will contain
further information about the transaction and will be publicly available.
# # #
Cardinal Health, Inc. ("Cardinal") intends to file a registration statement
on Form S-4 in connection with the transaction, and Syncor International
Corporation ("Syncor") intends to mail a proxy statement/prospectus to its
stockholders in connection with the transaction. Investors and security
holders of Syncor are urged to read the proxy statement/prospectus when it
becomes available because it will contain important information about
Cardinal, Syncor and the transaction. Investors and security holders may
obtain a free copy of the proxy statement/prospectus (when it is available)
at the SEC's web site at www.sec.gov. A free copy of the proxy
statement/prospectus may also be obtained from Cardinal or Syncor. Syncor
and its 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. Information regarding the interests of Syncor's officers
and directors in the transaction will be included in the joint proxy
statement/prospectus. In addition to the registration statement on Form S-4
to be filed by Cardinal in connection with the transaction, and the proxy
statement/prospectus to be 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 on these public reference
rooms. The reports, statements and other information filed by Cardinal 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 or Syncor.