-----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, QrlpOQYhoeu8MLEWk72O1Q98Z/VhPQjzJGqRTHPKgupok2+vAGOZMPi81IZ1Se5I nGV3oYzgJifYjpilV3nfzQ== 0000898822-02-000661.txt : 20020515 0000898822-02-000661.hdr.sgml : 20020515 20020515164803 ACCESSION NUMBER: 0000898822-02-000661 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BORON LEPORE & ASSOCIATES INC CENTRAL INDEX KEY: 0001029281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 222365997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-53015 FILM NUMBER: 02653262 BUSINESS ADDRESS: STREET 1: 17-17 ROUTE 208 NORTH CITY: FAIR LAWN STATE: NJ ZIP: 07410 MAIL ADDRESS: STREET 1: 17-17 ROUTE 208 NORTH CITY: FAIR LAWN STATE: NJ ZIP: 07410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147575000 MAIL ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 SC TO-C 1 sctoc.txt SCHEDULE TO-C ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BORON, LEPORE & ASSOCIATES, INC. (Name of Subject Company--Issuer) GARDEN MERGER CORP., a wholly owned subsidiary of CARDINAL HEALTH, INC. (Name of Filing Persons--Offerors) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 10001P102 (CUSIP Number of Class of Securities) Paul S. Williams Executive Vice President, Chief Legal Officer and Secretary Cardinal Health, Inc. 7000 Cardinal Place Dublin, Ohio 43017 Telephone: (614) 757-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy To: David A. Katz, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 [_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: None. Filing Party: Not applicable. Form or Registration No.: Not applicable. Date Filed: Not applicable. [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ================================================================================ Item 12. Exhibits (a)(5)(A) Press Release Issued by Cardinal Health, Inc. and Boron, LePore & Associates, Inc. on May 15, 2002 (a)(5)(B) Frequently Asked Questions relating to the acquisition of Boron, LePore & Associates, Inc. by Cardinal Health, Inc. Exhibit Exhibit Name - ------- ------------ (a)(5)(A) Press Release Issued by Cardinal Health, Inc. and Boron, LePore & Associates, Inc. on May 15, 2002 (a)(5)(B) Frequently Asked Questions relating to the acquisition of Boron, LePore & Associates, Inc. by Cardinal Health, Inc. EX-99 3 pressrelease.txt EXHIBIT (A)(5)(A) EXHIBIT (a)(5)(A) NEWS RELEASE 7000 Cardinal Place [CARDINAL HEALTH LOGO] Dublin, OH 43017 www.cardinal.com FOR IMMEDIATE RELEASE Cardinal Health Contacts: Media David Verbraska 614-757-3690 Investor Relations Stephen Fischbach 614-757-7067 Boron, LoPore & Associates, Inc. Contact: Allison Wey 973-709-3004 CARDINAL HEALTH ANNOUNCES AGREEMENT TO ACQUIRE ---------------------------------------------- BORON, LEPORE & ASSOCIATES, INC. -------------------------------- DUBLIN, OHIO, AND WAYNE, NEW JERSEY, MAY 15, 2002 - Cardinal Health, Inc. (NYSE: CAH), the leading provider of products and services supporting the health care industry, today announced the execution of a definitive agreement to acquire Boron, LePore & Associates, Inc. (Nasdaq: BLPG), d/b/a BLP Group Companies, a full-service provider of strategic medical education solutions for the health care industry including pharmaceutical manufacturers, biotech companies and specialty pharmaceutical companies. Structured as a two-step transaction, Cardinal Health will make a cash tender offer to acquire all of the outstanding shares of BLP common stock at a price of $16 per share. The tender offer will be followed by a merger in which the holders of the remaining outstanding shares of BLP common stock will receive $16 per share in cash. The deal is expected to be completed in Cardinal Health's first quarter of fiscal 2003 and will be subject to there being at least 50.1 percent of BLP's fully diluted shares validly tendered, regulatory clearance and other customary conditions. Upon the close of the merger, BLP will become a wholly owned subsidiary of Cardinal Health and operate as part of its Pharmaceutical Technologies and Services segment. BLP's capabilities reside along the entire pharmaceutical product life-cycle continuum--from developing medical education strategies and programs prior to launch to delivering full-scale educational tactics at launch and beyond. The BLP platform offers integrated solutions comprising strategic initiatives, education development, content delivery and a variety of information services. For 2001, BLP grew revenues in excess of 25 percent to a record $210 million. With a broad base of 60 customers served by 650 employees, BLP implemented programs --more-- CARDINAL HEALTH TO ACQUIRE BORON, LEPORE & ASSOCIATES, INC. PAGE 2 providing medical education and promotion for over 150 products reaching 250,000 physicians last year alone. George L. Fotiades, president and chief operating officer of the Pharmaceutical Technologies and Services segment of Cardinal Health said, "BLP has built a powerful medical education services platform that complements Cardinal Health's existing businesses and our customers growing needs. Our traditional customer access points have always been in the R&D and manufacturing areas. With BLP, we gain access to customers' marketing groups whose decisions are related to product life cycle and product line extensions where our delivery systems and other capabilities can be utilized. Large pharmaceutical companies also are doing more work with experts upstream to refine their claims and clinical endpoint development before entering into the expense and risk of clinical testing. Moreover, the growth in biotech drugs and small pharmaceutical firms is generating greater demand for BLP's services, as these firms tend to rely on organizations like BLP to develop and execute medical education." Patrick G. LePore, BLP Group Companies' chairman and chief executive officer, added, "We are excited with the proposition of BLP Group Companies being part of Cardinal Health. This combination adds tremendous value to both organizations in our effort to offer unique and effective marketing solutions to our common customer -- the pharmaceutical manufacturer. By expanding the knowledge along the spectrum of the product life cycle, BLP and Cardinal Health can offer a greater breadth and depth of services and become a total outsource pharmaceutical development, manufacturing, sales and marketing alternative. We view this transaction as the union of two solid leaders in their respective fields creating accelerated platforms for revenue and earnings growth through cross-selling and client base expansion." A core competence of BLP is content development, which entails significant product and market knowledge. BLP employs scientific writers and researchers for the purpose of content development, and possesses significant industry experience in pharmaceutical marketing. This expertise will benefit Cardinal Health upstream in its efforts to provide more specific and informed product development solutions to customers. In addition, this expanded market and product knowledge base will greatly benefit the Pharmaceutical and Technologies Services segment in its evaluation of a product's regulatory and commercial viability. BLP will enhance cross-selling of other Cardinal Health services while broadening the Pharmaceutical and Technologies Services segment's exposure to customers. Cardinal Health will now be able to provide the full spectrum of product services at launch and beyond, particularly for biotech and smaller pharmaceutical companies, covering medical education, specialty distribution needs and physician detailing. In connection with the merger announcement, BLP also announced that it has postponed its 2002 annual meeting of stockholders, which was previously scheduled to be held on May 22, 2002. BLP expects to reschedule the 2002 annual meeting only in the event of a significant delay in the completion of the merger. If the merger is completed on a timely basis, the 2002 annual meeting will be cancelled. --more-- CARDINAL HEALTH TO ACQUIRE BORON, LEPORE & ASSOCIATES, INC. PAGE 3 ABOUT BORON, LEPORE & ASSOCIATES, INC. - -------------------------------------- Founded in 1981, Boron, LePore & Associates, Inc., d/b/a BLP Group Companies, provides integrated medical education to the health care industry. The company's services include strategic consultation, content development, accredited and non-accredited program development and execution, logistics management and a variety of internet-based solutions related to these services. The company's customers are primarily large pharmaceutical companies seeking to educate physicians and other health care professionals. Core services include accredited and non-accredited symposia, advisory boards, satellite symposia, teleconferences, dinner meetings, sales force education meeting support, large-scale videoconferences, advocacy development, patient-based services (such as support groups and community awareness programs), publication planning and web conferencing. Services are integrated along the "pre" and "post" launch periods of the pharmaceutical product life cycle. For more information, visit www.blpgroup.com. ABOUT CARDINAL HEALTH - --------------------- Cardinal Health, Inc. (www.cardinal.com) 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, the company employs more than 49,000 people on five continents and produces annual revenues of more than $40 billion. The Pharmaceutical Technologies and Services segment of Cardinal Health has operations worldwide, employing more than 8,900 people at 31 drug development, manufacturing and packaging centers in 11 countries. Cardinal Health is ranked #23 on the current Fortune 500 list and was named as one of the "The World's Best" companies by Forbes magazine in April 2002. --------------------------------------- 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 S-K and Form 10-Q reports and exhibits to these 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 outsourcing patterns for health-care products and/or services, the costs and other effects of governmental regulation and legal and administrative proceedings, and general economic conditions. Cardinal undertakes no obligation to update or revise any forward-looking statements. This announcement is neither an offer to purchase nor a solicitation of an offer to sell BLP shares. At the time the expected tender offer is commenced, Cardinal Health will file tender offer materials with the U.S. Securities and Exchange Commission and BLP will file a solicitation/recommendation statement with respect to the offer. The tender offer materials (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information, which should be read carefully before any decision is made with respect to the offer. The offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all stockholders of BLP at no expense to them. The tender offer materials (including the offer to purchase, the related letter of transmittal and all other documents filed with the commission) and the solicitation recommendation statement will also be available for free at the Commission's website at www.sec.gov. BLP stockholders are urged to read the relevant tender offer documents and solicitation/recommendation statement when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. # # # EX-99 4 faq.txt EXHIBIT (A)(5)(B) EXHIBIT (a)(5)(B) 5/15/2002 BLP GROUP/CARDINAL HEALTH PTS QUESTIONS & ANSWERS - - WHO IS BLP GROUP OR BORON LEPORE? - BLP is a leading full-service provider of strategic medical education solutions for the health care industry including pharmaceutical manufacturers, biotech companies and specialty pharmaceutical companies. BLP capabilities reside along the entire product life-cycle continuum from developing medical education strategies and programs prior to launch to delivering full-scale educational tactics at launch and beyond. The BLP platform offers integrated solutions comprising strategic planning, education development, content delivery and a variety of information services. - For 2001, BLP grew revenues in excess of 25 percent to a record $210 million. With a broad base of 60 customers served by 650 employees, BLP implemented programs providing medical education and promotion for over 150 products reaching 250,000 physicians last year alone. - Today, BLP's revenues are well balanced with 65% derived from traditional "Big Pharma" and the balance from smaller pharma and biotech. In addition, BLP's importance to its customer is increasingly focused on pre-launch activities. Today, 26% of its revenues are related to drugs in Phase I-III, while three years ago, this figure was 0%. (This helps mitigate against the risk of drug approval delays or outright denials at FDA BLP can make money prior to NDA filing and eventual approval) - Also, BLP can provide greater insight into certain therapeutic categories helping Cardinal to understand a particular product's probability of success based upon its clinical profile, anticipated competitors, ability to address unmet market needs, and/or its ability to reduce direct and indirect treatment costs. This information is useful for forecasting product volumes on products we manufacture, package, distribute or sell. - - WHAT IS THE STRATEGIC RATIONALE FOR THE ACQUISITION? WHAT DOES CARDINAL HEALTH PHARMACEUTICAL TECHNOLOGIES & SERVICES (PTS) GAIN? - BLP's customers within Pharma are the marketing groups. They have extensive access to these decision makers who control one of the two or three key budgets of the customer. PTS traditional access is more related to R&D and Manufacturing at the customer. Therefore, PTS gains broader access. Marketing makes or influences decisions related to product life cycle extension, which can relate to decisions regarding product line extensions that can use our delivery systems and capabilities. In addition, Marketing plays a significant role in claims development for NCEs. Having earlier access to this information can benefit PTS selling efforts for pharmaceutical development. BLP is also growing its services more upstream (26% of revenues are pre-launch) providing synergies with PTS efforts. 1 - A core competence of BLP is content development, which entails significant product and market knowledge. BLP employs over 20 PharmDs for the purpose of content development, plus executives with significant industry experience in pharmaceutical marketing. This information will benefit PTS upstream in our efforts to provide more specific and informed product development solutions to customers. In addition, this increased market and product knowledge will greatly benefit PTS in its evaluation of a product's regulatory and commercial viability. - The acquisition of BLP should enhance cross-selling of other PTS services. BLP broadens our footprint at the customer particularly with marketing groups. This now means that PTS covers all audiences within the customer for our cross-selling message: Marketing, R&D and Manufacturing. - BLP will benefit other Cardinal businesses that are focused on commercialization or post-launch services to the customer. For example, Cord Logistics and NSS provide distribution options for companies either without the infrastructure or who require special handling capabilities for particular drugs. These services are greatly utilized by smaller Pharma and biotech, which also represent 30% of BLP's customers today. These services of Cardinal and BLP are at a similar decision time and point within the customer. Net, there is a greater opportunity to cross-sell services. PTS also has a Contract Sales service focused on specialty pharma and biotech, providing yet another complimentary service. In summary, Cardinal can provide the full spectrum of product services at launch and beyond, particularly for biotech and smaller pharma, covering medical education, specialty distribution needs and physician detailing. - BLP's relationships with key thought and opinion leaders in a particular field of specialization, as well as its understanding of the needs and desires of the practicing physician in that field, may very well be a key differentiation with small pharmaceutical and biotechnology companies when it comes to selecting a CSO or specialty distributor. WHAT DOES BORON LEPORE GAIN? - BLP gains significantly greater access to upstream developments at customers because of PTS' upstream connectivity. This increased visibility for BLP provides the opportunity to sell more of its services pre-launch. By working with customers earlier in the product life cycle, they are more likely to remain with the drug as it moves into its launch and post-launch medical education needs. - BLP benefits from being part of the bigger Cardinal Health footprint in the customer that can cross-sell BLP's services. - BLP can join forces with the PTS contract sales offering and Cardinal's specialty distribution services to offer more comprehensive solutions, particularly to smaller pharma and to the biotech companies. - Cardinal provides BLP with the resources necessary to support future growth. 2 - - WHAT ARE THE GROWTH PROSPECTS AND GROWTH DRIVERS FOR BLP? THERE HAVE BEEN RECENT DEVELOPMENTS REGARDING PROMOTION PRACTICES TO THE PHYSICIAN. HOW DOES THIS IMPACT BLP? - Big Pharma companies are looking increasingly at medical education to help differentiate their product in a highly competitive market. More rapid approval times combined with shorter marketing exclusivity are driving the need for pharma to work with accredited medical education companies to help shape the market early on. This is one reason why pre-launch activities are on the increase to position the product in the physician's mind prior to launch. BLP's link to Cardinal PTS will enhance this upstream opportunity and create opportunities for new product or service offerings. - Big pharma companies are also doing more work with experts upstream to refine their product claims and clinical endpoint development before entering the expense and risk of clinical trials. This activity is on the increase as they look to improve the odds of developing successful drugs through improved regulatory submissions. This will further fuel the use of BLP's expertise on a pre-launch basis. - The growth of biotech and small pharma will require even greater use of medical education. Biotech drugs involve completely new approaches that will require more education on use. Also smaller biotech and pharma typically do not have the internal resources to develop and execute medical education and are increasingly outsourcing this function. - - DO WE EXPECT ANY CUSTOMER REACTION OR ISSUE WITH THE ACQUISITION AND INTEGRATION OF THE OPERATIONS? (ANSWER FROM BLP AND PTS STANDPOINTS) We anticipate a positive reaction to this announcement as both our existing customers and new customers will be the direct beneficiaries of a partnership between BLP and Cardinal. The transaction affords BLP a strong, experienced partner with the CAH's broad line of leading healthcare products and services. Our customer will benefit from the combined experience, expertise and services of both companies by offering a total outsource pharmaceutical development, manufacturing, sales and marketing alternative. - - ARE THERE ANY MORE ACQUISITIONS PLANNED IN THE NEAR TERM THAT WILL ADD TO THE SCOPE OF THE BLP ACQUISITION? ARE WE LOOKING TO ACQUIRE A FULL SERVICE AGENCY? Both companies intend to continue with their current acquisition strategies. With access to greater resources, BLP is in a position to accelerate its plan. - - HOW WILL BLP BE INTEGRATED INTO PTS PHARMACEUTICAL DEVELOPMENT SERVICES? Within Cardinal Health's PTS segment, BLP will operate as Business Unit in its sales and marketing division. QUESTIONS FROM BLP COLLEAGUES - ----------------------------- 3 - - WHY NOW? DID BLP GO LOOKING FOR A BUYER? DID OTHER COMPANIES APPROACH US? As a public company, we regularly examine all reasonable strategic alternatives for continued, sustainable growth. During the past year, we and our Board of Directors have considered the long-term strategic plan for the Company and considered various strategic alternatives with assistance of various advisors. We received preliminary indications of interest from various potential partners. Based on an objective evaluation of all possible alternatives, we believe that joining forces with CAH is clearly the best choice. This transaction meets our strategic objectives of optimizing BLP's valuation, creating additional opportunities for the future growth of the Company, developing opportunities for BLP employees and permitting the company to enhance the services offered to our customers. We determined that this course was the best for our shareholders as well as our customers and employees. - - WHAT IS CARDINAL HEALTH'S BUSINESS STRATEGY? HOW DO WE FIT IN? Cardinal Health's overall business strategy is to be a broad-based provider of proprietary products and services to the manufacturers and providers in healthcare. Cardinal's focus has and will continue to be healthcare from a service perspective, meaning we will not compete with your customers but will enable their ability to provide quality healthcare. Our focus is on proprietary services, achieved through know-how, innovation, scale and superior people. Our various businesses are leaders in their respective areas. Within Cardinal Health Pharmaceutical Technologies & Services group (PTS), the value proposition is to provide integrated enabling technologies and services that bring quality products to market faster and deliver greater value. The vision is to be the premier provider of services to the pharmaceutical and biotech customer. BLP has a common vision. Together, we bring complimentary capabilities and know-how that accelerate our ability to deliver on that vision. - - HOW LARGE IS CARDINAL HEALTH? Cardinal Health is a Fortune 50 company with over $40 Billion in revenue and 49,000 employees worldwide. The company has been among the very top performers in the S&P 500 with compounded annual EPS growth of over 20% over the past 14 years. - - DO YOU ANTICIPATE ANY REDUCTIONS IN THE CURRENT WORKFORCE AS A RESULT OF THE MERGER? Your job security should not be a concern. If you are performing your job well, we will need your talents and skills more than ever. Due to market expansion, our growth should accelerate and we believe that we will be recruiting more staff. - - WILL CARDINAL HEALTH BE BRINGING THEIR PEOPLE IN SUPERVISORY/MANAGEMENT POSITIONS? 4 Our plans are to keep the current management intact. As the integration of the businesses evolves we will look for advancement and training opportunities within both organizations - - ARE THERE ANY SIGNIFICANT TRANSITION ISSUES THAT I SHOULD BE CONCERNED ABOUT? HOW WILL IT OCCUR? WHAT IS THE TIMELINE FOR THE TRANSITION/INTEGRATION? Our goal is to have a seamless transition. We have the opportunity to blend the best of both organizations to include professional titling, compensation and employee development. In nearly all cases you will continue in your current position and will be reporting to the same immediate supervisor and chain of management. The Integration Team (individuals from both BLP and CAH) will begin as soon as practical. If at least 80% of the oustanding shares of BLP are purchased in the tender offer, we expect to close within 30-60 days from the commencement of the tender offer subject to the satisfaction of customary conditions. Full integration of benefits plan IT, payroll, etc. WHAT HAPPENS TO MY OPTIONS? Vested options may be exercised for shares and sold to Cardinal prior to the merger in the tender offer. Each BLP stock option outstanding immediately prior to the merger will be converted into a vested Cardinal stock option at the completion of the merger. As a general matter: (1) the number of shares of Cardinal stock subject to the new Cardinal stock option will be equal to the number of shares of BLP stock subject to the original BLP stock option multiplied by the option conversion ratio (and rounded to the nearest share) and (2) the exercise price of the new Cardinal stock option will be equal to the exercise price of the original BLP Stock option divided by the option conversion ratio (and rounded to the nearest cent). Other terms and conditions will remain the same as the terms and conditions of the original BLP stock option. For this purpose, "option conversion ratio" means the ratio of the per share merger consideration over the average closing price of Cardinal common stock on the five trading days immediately prior to the closing of the merger. WHAT HAPPENS TO MY BLP STOCK THAT IS IN MY 401K PLAN? BLP stock held in employee 401k accounts will convert upon the closing of the merger to Cardinal Health stock at the appropriate conversion rate in the same matter as any other holder of individual BLP stock. - - WHAT HAPPENS TO MY BENEFITS? Overall the packages are very similar. The packages will be combined in a way that takes advantage of the buying power and administrative efficiencies of a larger work force. Cardinal offers its employees a comprehensive benefits package to include: - Retirement savings with discretionary supplemental Profit Sharing - Medical, Dental, Vision, Prescription Drug, STD, LTD, AD&D - Educational Assistance - Adoption Reimbursement - Personal and Family Life Insurance - Employee Stock Purchase Program 5 - - WHEN WILL I LEARN MORE DETAILS ABOUT THE CARDINAL HEALTH BENEFITS, BLP 401K AND STOCK OPTIONS ETC? There are a number of issues we are working through to insure a seamless transition. We anticipate that within the next few weeks we will be traveling to select sites and conducting conference calls for remote employees to cover more details and answer your individual questions. Representatives of Cardinal Health will be available WILL THERE BE OPPORTUNITIES FOR BLP EMPLOYEES WITHIN THE CARDINAL ORGANIZATION? We are moving rapidly on how we best capitalize on growth synergies. Obviously this will take some time to appropriately scope and plan. Our expectation is this will produce additional career opportunities. WILL BLP KEEP ITS NAME AND IDENTITY? BLP represents an excellent opportunity to add to our sales and marketing services capabilities and integrate this capability under one umbrella with common systems, processes, project management and customer interface. Accordingly, we will maintain use of the BLP name such that BLP will become an operating entity within our Sales and Marketing Services along side Sterile Technologies, Oral Product Technologies, and Packaging Services. All use the Cardinal Health branding umbrella. WHAT CHANGES CAN WE EXPECT WITH OUR ASSOCIATION WITH CARDINAL HEALTH? Our ability to deliver quality programs and services to our clients will not change. As a part of a much larger organization, BLP will reap the benefits of greater resources in an effort to support our business. There will be areas where it makes sense to drive the economies of scale, e.g., mail systems, benefit offerings, commonality in titling and salary structures to name a few. This process may take until the end of the calendar year or longer as we begin to integrate into the Cardinal system. 6 -----END PRIVACY-ENHANCED MESSAGE-----