Cardinal Health Receives Final Clearance For Intercare Acquisition
FOR IMMEDIATE RELEASE
DUBLIN, OHIO, Dec. 16, 2003 – Cardinal Health, Inc. (NYSE: CAH), the leading provider of products and services supporting the health-care industry, today announced it has received clearance from the European Commission for its pending acquisition of The Intercare Group PLC (L: INT).
With this clearance, Cardinal Health is able to complete its previously announced acquisition of the Intercare Group. To date, over 90 percent of the outstanding Intercare Group shares have been tendered into Cardinal Health’s recommended cash offer. The company expects to complete its purchase of these tendered shares by the end of December and to acquire the remaining Intercare Group shares in the first quarter of 2004.
As announced on October 29, the transaction values the Harrogate, England, company at about $530 million (U.S.), including assumption of Intercare debt (based upon outstanding indebtedness at June 30, 2003). Cardinal Health initiated its offer following unanimous approval of the proposed acquisition by both companies’ boards of directors.
As a leading European pharmaceutical products and services company, Intercare will significantly expand Cardinal Health’s global capabilities through complementary product development, its United Kingdom and continental European manufacturing and its service capabilities, and a strong roster of global customers – many of which are Cardinal Health customers.
“Intercare is a strong fit and will extend our reach in the large and growing health-care market, better enabling us to meet the needs of pharmaceutical and biotech customers worldwide,” said Robert D. Walter, chairman and chief executive officer of Cardinal Health. “We welcome Intercare to the Cardinal Health family.”
In fiscal 2002, Intercare posted revenues of $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.
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 six 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.
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.
Contacts:
Media: Jim Mazzola
(614) 757-3690
jim.mazzola@cardinal.com
Investors: Steve Fischbach
(614) 757-7067
stephen.fischbach@cardinal.com