-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Voc4B1Wpo0IBUyenPo0z1y6B6iMCM/CfsP7Aoe4S9ALxhEYeQIb7gUoJpa12vZ2M iMDliyqHCGXlwsZYpNGsPA== 0000893220-03-001000.txt : 20030522 0000893220-03-001000.hdr.sgml : 20030522 20030522102703 ACCESSION NUMBER: 0000893220-03-001000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030522 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCEBERGEN CORP CENTRAL INDEX KEY: 0001140859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 233079390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16671 FILM NUMBER: 03715503 BUSINESS ADDRESS: STREET 1: 1300 MORRIS DRIVE, SUITE 100 CITY: CHESTERBROOK STATE: PA ZIP: 19087-5594 BUSINESS PHONE: 6107277000 MAIL ADDRESS: STREET 1: 1300 MORRIS DRIVE, SUITE 100 CITY: CHESTERBROOK STATE: PA ZIP: 19087-5594 8-K 1 w86876e8vk.txt FORM 8-K DATE OF REPORT: MAY 22, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Date of Report (Date of earliest event reported): May 22, 2003 AmerisourceBergen Corporation ---------------------------------------------------------- (Exact Name of Registrant as Specified in Charter)
Delaware 1-16671 23-3079390 - ----------------- ---------------- --------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation)
1300 Morris Drive Chesterbrook, PA 19087-5594 - ----------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 727-7000 Former Address: 1300 Morris Drive, Suite 100, Chesterbrook, PA 19087-5594 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events and Regulation FD Disclosure. On May 22, 2003, AmerisourceBergen Corporation (the "Company") announced the signing of a definitive agreement to purchase Anderson Packaging, Inc. for approximately $100 million, including assumed debt. The definitive agreement provides for certain potential adjustments to the purchase price at closing. The Company has agreed to issue 814,145 shares of its common stock upon the closing of the transaction in partial payment of the purchase price. The remainder of the purchase price will be funded using cash. A copy of the news release is filed as Exhibit 99.1 to this report and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 News Release dated May 22, 2003 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERISOURCEBERGEN CORPORATION By: /s/ Michael D. DiCandilo ------------------------ Name: Michael D. DiCandilo Title: Senior Vice President and Chief Financial Officer Date: May 22, 2003 EXHIBIT INDEX
Exhibit No. Description - ----------- ------------------------------- 99.1 News Release dated May 22, 2003
EX-99.1 3 w86876exv99w1.txt PRESS RELEASE DATED MAY 22, 2003 Exhibit 99.1 News Release AmerisourceBergen Corporation P.O. Box 959 Valley Forge, PA 19482 [LOGO OF AMERISOURCEBERGEN] Contact: Michael N. Kilpatric 610-727-7118 mkilpatric@amerisourcebergen.com AMERISOURCEBERGEN SIGNS AGREEMENT TO PURCHASE ANDERSON PACKAGING, INC. Largest Pharmaceutical Distributor Adds Contract Pharmaceutical Packaging Capability VALLEY FORGE, Pa. May 22, 2003--AmerisourceBergen Corporation (NYSE:ABC) the largest pharmaceutical services company in the U.S. dedicated solely to the pharmaceutical supply channel, today announced that it has signed a definitive agreement to purchase Anderson Packaging, Inc., a privately held contract pharmaceutical packaging company, for approximately $100 million, including assumed debt. The purchase price will be subject to certain adjustments to be determined as of the closing of the transaction. The transaction is expected to close in early summer, subject to regulatory approvals. Known for its high quality, Anderson Packaging is a leading provider of physician samples and retail contracted packaging services to pharmaceutical manufacturers. Anderson Packaging estimates revenues in calendar year 2003 of between $85 million and $90 million. AmerisourceBergen expects the purchase to be mildly accretive to the Company's fiscal year 2004 earnings. AmerisourceBergen has agreed to issue 814,145 shares of its common stock upon the closing of the transaction in partial payment of the purchase price. The remainder of the purchase will be funded using cash. "We could not be more excited about the contribution that Anderson Packaging will make to the ongoing expansion of the services AmerisourceBergen offers manufacturers," said R. David Yost, AmerisourceBergen's Chief Executive Officer. "Anderson Packaging brings a strong reputation for the highest quality standards in contract packaging and will be a significant addition to AmerisourceBergen's total packaging capability, which also includes our American Health Packaging unit." News Release "Joining AmerisourceBergen will provide Anderson Packaging the resources and relationships to continue to expand its position in the contract packaging marketplace," said John Anderson, Chairman and founder. "I am pleased that Anderson Packaging will be joining a company that is committed to the quality and performance excellence that has always been a part of the Anderson culture. Being part of the AmerisourceBergen team will benefit our employees and the community as the Company continues to grow." The shares of common stock that AmerisourceBergen has agreed to issue upon the closing of the transaction have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy such shares in any jurisdiction in which such an offer or sale would be unlawful. William Blair & Company, L.L.C. acted as financial advisor to Anderson Packaging in this transaction. About Anderson Packaging Anderson Packaging is one of the leading contract pharmaceutical packaging companies providing physician samples and retail contract packaging services to pharmaceutical manufacturers. Headquartered in Rockford, Illinois, Anderson has seven facilities in the U.S. and approximately 1,000 employees. About AmerisourceBergen AmerisourceBergen (NYSE:ABC) is the largest pharmaceutical services company in the United States dedicated solely to the pharmaceutical supply chain. It is the leading distributor of pharmaceutical products and services to the hospital systems/acute care market, physician's offices, alternate care and mail order facilities, independent community pharmacies, and regional chain pharmacies. The Company is also a leader in the long term care pharmacy and workers' compensation fulfillment marketplaces. With more than $40 billion in annualized operating revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs more than 13,000 people. AmerisourceBergen is ranked #24 on the Fortune 500 list and was ranked #6 in the 2003 Business Week 50, a list of the 50 News Release best performing companies in the S & P 500. For more information, go to www.amerisourcebergen.com. FORWARD-LOOKING STATEMENTS THIS NEWS RELEASE MAY CONTAIN CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND ARE SUBJECT TO UNCERTAINTY AND CHANGES IN CIRCUMSTANCES. ACTUAL RESULTS MAY VARY MATERIALLY FROM THE EXPECTATIONS CONTAINED IN THE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS MAY INCLUDE STATEMENTS ADDRESSING FUTURE FINANCIAL AND OPERATING RESULTS OF AMERISOURCEBERGEN AND THE BENEFITS AND OTHER ASPECTS OF THE 2001 MERGER BETWEEN AMERISOURCE HEALTH CORPORATION AND BERGEN BRUNSWIG CORPORATION. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN ANY FORWARD-LOOKING STATEMENTS: COMPETITIVE PRESSURES; THE LOSS OF ONE OR MORE KEY CUSTOMER RELATIONSHIPS; CUSTOMER INSOLVENCIES; CHANGES IN CUSTOMER MIX; CHANGES IN PHARMACEUTICAL MANUFACTURERS' PRICING AND DISTRIBUTION POLICIES; REGULATORY CHANGES; CHANGES IN U.S. GOVERNMENT POLICIES; FAILURE TO INTEGRATE THE BUSINESSES OF AMERISOURCE AND BERGEN BRUNSWIG SUCCESSFULLY; FAILURE TO OBTAIN AND RETAIN EXPECTED SYNERGIES FROM THE MERGER OF AMERISOURCE AND BERGEN BRUNSWIG; AND OTHER ECONOMIC, BUSINESS, COMPETITIVE, REGULATORY AND/OR OPERATIONAL FACTORS AFFECTING THE BUSINESS OF AMERISOURCEBERGEN GENERALLY. MORE DETAILED INFORMATION ABOUT THESE FACTORS IS SET FORTH IN AMERISOURCEBERGEN'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING ITS ANNUAL REPORT ON FORM 10-K FOR FISCAL 2002. AMERISOURCEBERGEN IS UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH OBLIGATION TO) UPDATE OR ALTER ANY FORWARD LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. -----END PRIVACY-ENHANCED MESSAGE-----