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Cardinal Health To Expand Global Reach With Proposed Acquisition Of Intercare

FOR IMMEDIATE RELEASE

Contacts:
Media: Jim Mazzola
(614) 757-3690
jim.mazzola@cardinal.com

Investors: Steve Fischbach
614) 757-7067
stephen.fischbach@cardinal.com

CARDINAL HEALTH TO EXPAND GLOBAL REACH WITH PROPOSED ACQUISITION OF INTERCARE

Global Pharmaceutical and Biotech Customers to Benefit from New Manufacturing, Development Capabilities of $530 Million Acquisition


DUBLIN, Ohio, Oct. 29, 2003 - Cardinal Health, Inc. (NYSE: CAH), the leading provider of products and services supporting the health care industry, today announced plans to significantly expand its global reach and capabilities through a recommended cash offer of 280 pence per share to purchase The Intercare Group, plc (L:INT), a leading European pharmaceutical products and services company. The transaction, with a value of approximately $530 million in cash (including the assumption of Intercare indebtedness), has been approved unanimously by the boards of directors of both companies.

Intercare, whose shares are listed on the London Stock Exchange, is a well-established service provider to the pharmaceutical and biotech industry based in the United Kingdom.

”Intercare is a good fit with Cardinal Health and will provide a strong platform for greater global expansion,” said Robert D. Walter, chairman and CEO of Cardinal Health. “The great people, products and capabilities of Intercare extend our reach in the large and growing health care market, better enabling us to meet the needs of pharmaceutical and biotech customers worldwide.”

The acquisition will enable Cardinal Health to:

• Better serve customers globally: Intercare’s complementary product development, UK and continental European manufacturing and service capabilities, and strong set of global customers, many of which are also current Cardinal Health customers, will enable the combined company to better serve the global needs of pharmaceutical and biotechnology firms.

• Increase its scale of proprietary manufacturing: Intercare is a leader in manufacturing pre-filled syringes for European customers. This capability, coupled with Intercare’s other sterile manufacturing and pharmaceutical packaging services, extends the reach of Cardinal Health’s already fast-growing life sciences business. In addition, Intercare brings proprietary pharmaceutical development and manufacturing expertise in oral hormones and other potent dosage forms.

Intercare has expanded throughout continental Europe with the acquisitions of Federa and LCO Santé, two well-established contract manufacturers of branded and generic injectable products. Intercare will also contribute additional capacity in 2005 with the opening of a development and manufacturing facility near Brussels, which has been designed with an aim to obtaining Food and Drug Administration approval in the future.

• Broaden participation in the fast-growing generics market: Intercare’s Martindale business, a strong brand name in existence since 1787, is a leading manufacturer of specialty generic pharmaceuticals, with sterile, non-sterile and aseptic manufacturing capability. Martindale self-manufactured products are marketed primarily to the hospital and emergency care market in the U.K. In addition, through 13 distribution centers, Intercare distributes generic and branded products throughout the U.K. and France, largely to the independent pharmacy market.

”Cardinal Health’s offer represents good value for our shareholders and the complementary nature of our businesses will also bring benefits to our customers and opportunities for our employees,” said John Parker, chief executive officer of Intercare. “By gaining access to Cardinal Health’s depth of resource and strong positions, Intercare will be able to accelerate the growth of its pharmaceutical manufacturing and distribution businesses in the UK and internationally. I and my colleagues on the senior management team look forward to contributing to the future success of the combined group.”

“Intercare’s expertise in sterile manufacturing and specialty pharmaceutical development is an ideal complement to Cardinal Health’s rapidly growing life sciences business,” said George Fotiades, president and CEO of Cardinal Health’s Life Sciences Products and Services business, to which the Intercare organization will now report. “We are excited about the possibilities that the people of Intercare will bring to Cardinal Health and our customers.”

Intercare revenues for fiscal 2002 were $467.7 million, with earnings before interest, taxes and depreciation of nearly $54 million. The company has 1,400 employees at its 19 sales, distribution and development facilities in Europe.

Cardinal Health has entered into an agreement with Intercare pursuant to which Cardinal Health will be making a recommended cash offer at 280 pence per Intercare share. The transaction is subject to customary conditions for a transaction of this type, including acceptance of the offer by Intercare shareholders owning at least 90 percent of the shares outstanding, and obtaining regulatory clearances. The transaction is currently expected to be completed by year-end.


About Intercare

The Intercare Group plc (www.intercareplc.co.uk) is an international pharmaceutical manufacturing and distribution business that also provides outsourced services to the pharmaceutical industry. The company has two divisions, Pharmaceutical Manufacturing and Pharmaceutical Distribution that operate throughout the United Kingdom and continental Europe, serving the global pharmaceutical market. Intercare operates six manufacturing facilities in the U.K., Belgium and France.

About Cardinal Health
Cardinal Health, Inc. (www.cardinal.com) is the leading provider of products and services supporting the health care industry. Cardinal Health develops, manufactures, packages and markets products for patient care; develops drug-delivery technologies; distributes pharmaceuticals, medical-surgical and laboratory supplies; and offers consulting and other services that improve quality and efficiency in health care. Headquartered in Dublin, Ohio, Cardinal Health employs more than 50,000 people on five continents and produces annual revenues of more than $50 billion. Cardinal Health is ranked #19 on the current Fortune 500 list and was named one of “The World’s Best” companies by Forbes magazine in 2002.

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This announcement does not constitute an offer or an invitation to purchase any securities or the solicitation of an offer to buy any securities. The offer will be made solely by the offer document and the related form of acceptance accompanying the offer document. No offer is being made in the United States.

Where British pounds sterling have been converted to U.S. dollars, an exchange rate of 1.70 was assumed, based on the exchange rate on Oct. 28, 2003. References to the assumption of debt are based on net debt for Intercare of ₤73.1 million as of June 30, 2003, as provided by Intercare’s consolidated unaudited interim results.

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 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 or changes to the terms of those 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. Cardinal Health undertakes no obligation to update or revise any forward-looking statement.

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