Filed by Syncor International Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pusuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Syncor International Corporation
Commission File No. 0-8640
[GRAPHIC OMITTED] Cardinal Health
7000 Cardinal Place
Dublin, OH 43017
www.cardinal.com
Cardinal Health, Inc. Contacts: Media
David Verbraska
614-757-3690
Investor Relations
Stephen Fischbach
614-757-7067
Syncor International Corporation Contact: William Powell
818-737-4702
HART-SCOTT-RODINO ANTITRUST REVIEW PERIOD
EXPIRES FOR ACQUISITION OF SYNCOR INTERNATIONAL BY CARDINAL HEALTH
Companies Expect to Complete Merger by the End of 2002
DUBLIN, Ohio, and WOODLAND HILLS, California August 1, 2002 -- Cardinal
Health, Inc. (NYSE: CAH) and Syncor International Corporation (Nasdaq:
SCOR) announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 has expired with respect to the proposed
acquisition of Syncor by Cardinal Health. The transaction is expected to be
completed by the end of 2002 subject to satisfaction of customary
conditions, including Syncor shareholder approval. Syncor's shareholders'
meeting is expected to take place in the fall of 2002.
This acquisition provides Cardinal Health with a leadership presence in the
high-growth and profitable nuclear pharmacy business and advances its
strategy of expanding the breadth of offerings it provides to health care
customers.
As previously announced, the terms of the transaction call for Syncor
shareholders to receive 0.52 Cardinal Health common shares for each share
of Syncor common stock owned, with Cardinal Health issuing approximately 14
million shares on a fully diluted basis. The combination has been
structured as a tax-free transaction.
About Cardinal Health
---------------------
Cardinal Health, Inc. (http://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 $44 billion. Cardinal
Health is ranked #23 on the current Fortune 500 list and was named one of
"The World's Best" companies by Forbes magazine in 2002.
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 70
domestic and 19 internationally owned or operated facilities. Medical
imaging operations in the U.S. are conducted by Syncor's wholly owned
subsidiary, Comprehensive Medical Imaging, Inc. Syncor also owns or
operates nine 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 Cardinal
Health's and Syncor International's Form 10-K, Form 8-K and Form 10-Q
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 pending acquisition of Syncor by Cardinal Health,
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. Cardinal Health and Syncor 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
in connection with the proposed merger, and their interests in the
solicitation, is set forth in a Schedule 14A filed on June 14, 2002 with
the SEC. Cardinal Health intends to file a registration statement on Form
S-4 in connection with the transaction, and Syncor has filed a preliminary
proxy statement on Schedule 14A and intends to mail a definitive proxy
statement/prospectus to its stockholders in connection with the
transaction. Investors and security holders of Syncor are urged to read the
preliminary proxy statement/prospectus and the definitive proxy
statement/prospectus when it becomes available because each contain
important information about Cardinal Health, Syncor and the transaction.
Investors and security holders may obtain a free copy of the preliminary
proxy statement/prospectus at the SEC's Web site at www.sec.gov. When it
becomes available, a free copy of the definitive proxy statement/prospectus
may also be obtained from Cardinal Health or Syncor at the SEC's Web site
at www.sec.gov. 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.
Information regarding the interests of Syncor's officers and directors in
the transaction will be included in the proxy statement/prospectus. In
addition to the registration statement on Form S-4 to be filed by Cardinal
Health in connection with the transaction, and the definitive proxy
statement/prospectus to be mailed to the stockholders of Syncor in
connection with the transaction, 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 carefully when it becomes available before
making any voting or investment decision.