UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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SYNCOR INTERNATIONAL CORPORATION
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
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On December 4, 2002, Syncor International Corporation and Cardinal Health, Inc.
issued the following joint press release:
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Contacts:
David Verbraska - Media Allan Mayer
Cardinal Health, Inc. Sitrick And Company
(614) 757-3690 (310) 788-2850
Steve Fischbach - Investor Relations Bill Powell - Investor Relations
Cardinal Health, Inc. Syncor International Corp.
(614) 757-7067 (818) 737-4702
CARDINAL HEALTH AND SYNCOR ANNOUNCE AMENDED MERGER AGREEMENT
o Exchange Ratio Lowered to 0.47 Cardinal Health Common Shares per
Syncor Share
o Merger to Create Leading U.S. Nuclear Pharmacy Services Business
o Syncor Reaches Agreements with Department of Justice and Staff of
Securities and Exchange Commission
o Extensive Due Diligence Confirms Quality of Core Operations
DUBLIN, OHIO and WOODLAND HILLS, CALIFORNIA - December 4, 2002 - Cardinal
Health, Inc. (NYSE: CAH) and Syncor International Corporation (Nasdaq: SCOR)
today announced that they have amended the June 14, 2002 merger agreement
pursuant to which Cardinal Health will acquire Syncor in a stock-for-stock
merger transaction. Under the terms of the revised agreement, Syncor
stockholders will receive 0.47 of a Cardinal Health common share in exchange
for each outstanding share of Syncor common stock. The original merger
agreement had provided for a 0.52 exchange ratio.
Cardinal Health further announced it is satisfied that it can move forward
with the acquisition in a manner that is consistent with its high standards.
Following the acquisition, Syncor's core domestic nuclear pharmacy business
and the Central Pharmacy Services (CPSI) business of Cardinal Health will be
combined, creating a leading provider in the fast growing and profitable
nuclear pharmacy services business and furthering Cardinal Health's strategy
of expanding its breadth of offerings to health care customers.
Syncor also announced today that it had reached separate agreements with the
U.S. Department of Justice (DOJ) and the staff of the U.S. Securities and
Exchange Commission (SEC) related to the previously disclosed improper
payments made by Syncor subsidiaries in certain foreign countries.
"We have taken the steps and the time necessary to be fully satisfied that we
can move forward with the acquisition of Syncor consistent with Cardinal
Health's high standards of conduct," said Robert D. Walter, chairman and chief
executive officer of Cardinal Health. "As a result of our further extensive
domestic and international due diligence, which included investigations
conducted by outside legal and forensic accounting teams, and the separate
investigation conducted by the Syncor Special Committee, the issues have been
identified and dealt with decisively. We believe that these actions, in
conjunction with the agreements reached with the Department of Justice and
SEC, bring these issues to closure and give us the confidence that Cardinal
Health shareholders will be protected as we move forward to complete the
acquisition."
Upon completion of the acquisition, the Syncor operations will be integrated
with Central Pharmacy Services (CPSI) to become the Nuclear Pharmacy Services
business in the Pharmaceutical Technologies and Services (PTS) group of
Cardinal Health. "Both Cardinal Health's CPSI business and Syncor's core
domestic nuclear pharmacy business continue to deliver strong performance,"
said George Fotiades, who oversees the PTS group. "Syncor's domestic nuclear
pharmaceutical operations represent an attractive fit with our existing
nuclear pharmacy services offering, and will enhance our relationships with
pharmaceutical manufacturers and biotech companies." Syncor will continue with
previously announced plans to sell its imaging business and further
rationalize its international operations.
The agreement Syncor reached with the DOJ requires Syncor Taiwan, Inc., a
subsidiary of Syncor, to plead guilty to one count under the Foreign Corrupt
Practices Act (FCPA) and to pay a fine of $2 million relating to improper
payments to employees of state-owned health care facilities in Taiwan. The
agreement with the DOJ is subject to court approval of the plea agreement. The
agreement Syncor reached with the staff of the SEC requires Syncor, without
admitting or denying any findings, to consent to the entry of a cease and
desist order prohibiting further violations of the FCPA and to pay a civil
penalty of $500,000 relating to certain activities of Syncor's foreign
subsidiaries. Syncor's board of directors will be required to appoint an
independent consultant to review and make recommendations to improve Syncor's
internal controls, record-keeping and financial reporting policies and
procedures as they relate to the anti-bribery provisions of the FCPA. The
agreement with the staff of the SEC requires approval by the Securities and
Exchange Commission and the civil penalty is subject to court approval.
"I am pleased that we can now focus on merging our domestic operations with
Cardinal Health to create a world-class nuclear pharmacy services offering,"
said Robert Funari, president and chief executive officer, Syncor
International.
Cardinal Health and Syncor currently expect to complete the transaction in
December 2002 or January 2003, with Cardinal Health issuing approximately 13
million shares to Syncor stockholders. Completion of the acquisition remains
subject to customary conditions including, among others, approval of the
revised merger agreement by the Syncor stockholders. As previously announced,
Syncor will convene a stockholders meeting on December 6, 2002, for the sole
purpose of adjourning the meeting to a later date so that additional
information can be provided to stockholders. Syncor expects to mail additional
information to its stockholders regarding the revised merger agreement, a new
stockholders meeting date and other important information as soon as the
materials are filed and cleared by the corporation finance division of the
SEC.
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.
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.
--------------------------
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.
###
On December 4, 2002, Syncor International Corporation issued the following
press release:
[GRAPHIC OMITTED]
NASDAQ: SCOR
FOR IMMEDIATE RELEASE
Contact:
Allan Mayer
Sitrick and Company
(310) 788-2850
Bill Powell -
Investor Rlations
Syncor International Corp.
(818) 737-4702
SYNCOR ANNOUNCES AGREEMENT WITH CHAIRMAN MONTY FU
WOODLAND HILLS, California, December 4, 2002 - Syncor International
Corporation (Nasdaq: SCOR) today announced that it has reached an agreement
with its Chairman Monty Fu regarding his status with the company. Syncor and
Mr. Fu have mutually agreed that Mr. Fu will cease to be an officer and
employee of Syncor and will resign as a director of Syncor immediately prior
to the completion of the previously announced acquisition by Cardinal Health.
Until such time, as previously announced on November 6, 2002, Mr. Fu will
remain on paid leave from Syncor and will continue his agreed suspension from
participation as a member of Syncor's board of directors.
Mr. Fu has also agreed to surrender to Syncor $2.5 million of Syncor common
stock. The value of the stock Mr. Fu will surrender equals the total fines and
monetary penalties agreed to by Syncor in separate agreements, announced
earlier today, with the United States Department of Justice and the staff of
the Securities and Exchange Commission. These agreements relate to matters
that are the subject of Syncor's internal investigation first announced on
November 6, 2002.
Subject to the completion of the acquisition by Cardinal Health, Mr. Fu has
agreed to waive his right to receive a cash severance payment valued at
approximately $2.1 million under the terms of his severance agreement with
Syncor. Mr. Fu may have been entitled to this payment if his employment were
terminated after completion of the transaction with Cardinal Health.
In Mr. Fu's agreement with Syncor, Syncor also confirmed that, based on the
information known at this time, it would comply with its pre-existing
contractual obligations to advance to Mr. Fu his reasonable expenses incurred
in connection with the matters subject to the investigation and related
proceedings.
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.
--------------------------
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 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.
# # #
On December 4, 2002, the following Letter was sent by Rod Boone to employees
of Syncor International Corporation:
LETTER FROM ROD BOONE TO SYNCOR EMPLOYEES
[GRAPHIC OMITTED]
December 4, 2002
Dear SPS Team Member:
As you may already know, Syncor and Cardinal Health have issued a joint
announcement indicating that we have successfully resolved certain questions
that had arisen between the companies regarding some improper payments made by
some of our overseas subsidiaries. As a result, the merger between our two
companies is now expected to be completed in late December or January.
At the same time, we have reached separate agreements with the Department of
Justice and the staff of the Securities and Exchange Commission that are
intended to settle the legal issues raised with those agencies in connection
with those payments.
Throughout this challenging period, that is now hopefully drawing to a close,
we have been and remain determined to protect the reputation of the thousands
of honest, ethical professionals like you who have made Syncor the
unquestioned leader in its field.
As a result of your dedication and continued focus, our SPS business is in the
process of turning in another excellent year. I continue to be extremely
excited about the merger with Cardinal Health and look forward to taking
advantage of the opportunities and synergies of merging with Cardinal Health
and CPSI. We will be able to offer our customers an even larger portfolio of
products and services as we join Cardinal Health and become part of the
Pharmaceutical Technologies and Services group headed by George Fotiades. I
have attached a note from Bob Walter to Cardinal Health employees for your
information.
Cardinal Health recently embarked upon a company-wide branding strategy
through which all of the divisions of the company will be going to market
under the Cardinal Health name effective January 1, 2003. As a result of this
initiative and the advantages this strategy will offer us in the marketplace,
after completion of the merger, the integrated Syncor-CPSI business will also
go to market under the Cardinal Health name.
I want to ask your support as we redouble our efforts towards successfully
integrating our pharmacy business with CPSI's. The more quickly and
efficiently we can complete the process, the better we can position the newly
combined business for future growth and value for our customers. The
integration teams will be seeking your critical feedback as we continue our
momentum in our integration activities and integration plans. I will continue
to keep you informed as we make progress.
In the meantime, I would like to thank you once again for your hard work and
loyalty. Your integrity and professionalism were--and continue to be--the key
to our efforts to protect and maintain Syncor's reputation for honesty,
quality, and service.
Warmest regards,
Rod Boone
-------------------------
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.
The following is the text of a voice-mail message from Rod Boone to the
employees of Syncor International Corporation on December 4, 2002:
VOICE-MAIL MESSAGE FROM ROD BOONE
TO SYNCOR EMPLOYEES
Hello, this is Rod Boone and this message is going out to the entire SPS team.
I am calling today with the good news that Syncor and Cardinal Health have
jointly announced that the terms of our proposed merger of our business with
Cardinal and CPSI have been revised and should be completed within the next
month or two.
I'm also happy to report that Syncor has reached an agreement with the Justice
Department and the staff of the SEC settling the legal issues raised with
those agencies in connection to the reports of improper payments by some of
our foreign subsidiaries.
Additional details relating to these new developments are contained in a joint
news release issued today by Syncor and Cardinal Health. You can read the
release on the company's web site.
Throughout this challenging episode, now hopefully drawing to a close, we have
been and remain determined to protect the reputation of the thousands of
honest, ethical professionals like you whose reliability and integrity have
made Syncor the unquestioned leader in its field.
So as we resume our efforts to integrate our business with Cardinal Health and
CPSI, let me once again express my personal gratitude for your hard work and
loyalty. Your integrity and professionalism are--as they've always been--the
most valuable asset we have.
Thank you.