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Filed by Fisher Scientific International
Pursuant to rule 425 under the Securities Act of 1933, as amended.
FISHER SCIENTIFIC INTERNATIONAL INC.
ACQUISITION OF PSS WORLD MEDICAL INC.
JUNE 2000
FISHER Leading global supplier of consumables and instrumentation for
scientific research and clinical laboratories with sales of $2.5
billion. Operations in 30 countries serving 250,000 customers
located in 145 countries. Alchematrix, Fisher's E-commerce
subsidiary, is the market leader in scientific research with over
80,000 registered users and a sales run rate of $175 million.
Fisher plans to take Alchematrix public in 6 to 12 months.
PSS WORLD
MEDICAL PSS is a leading supplier of healthcare medical supplies and
equipment to physician offices, hospital and independent
diagnostic imaging centers and long term care facilities serving
160,000 customers in the U.S. Sales of $1.8 billion.
TRANSACTION
SUMMARY - Exchange 0.3121 of a Fisher share for each outstanding share
of PSS, no collar.
- $840 million transaction value based on Fisher stock
price on June 21, 2000.
- 27% estimated cash EPS accretion in year 1.
- 32% estimated cash EPS CAGR (3 years).
- Accounted for as a purchase.
TRANSACTION - Leading supplier to $40 billion U.S. market for medical
HIGHLIGHTS supplies and equipment ($2.5 billion in sales)
- Leading supplier to $20 billion global market for scientific
research products ($1.7 billion in sales).
- Favorable dynamics in healthcare and research markets.
- $30 million of identified cost savings
- Growth opportunities through common vendors, products and
customers; expansion of private label business; and
leveraging of global position and E-commerce leadership.
- Broad product offering - 80% recurring products and services.
- 4,300 sales and customer service reps.
- 18% management ownership (primarily Fisher).
- Strong management track record -- 39% compounded annual return
to shareholders since Fisher IPO in 1991 vs 17% return on
S&P 500 (as of June 21, 2000).
PROJECTIONS
<TABLE>
<CAPTION>
CAGR
($ in millions, except 2000E 2001E 2003E ('00 - '03)
per share amounts) ----- ----- ----- ---------
<S> <C> <C> <C> <C>
Revenue $4,500 (a) $4,831 $5,452 7%
EBITDA $326 (a) $352 $431 10%
Cash EPS $1.11 (b) $1.75 $2.56 32%
</TABLE>
(a) Proforma combined
(b) Fisher stand-alone
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE FOLLOWING DOCUMENTS WHEN THEY
BECOME AVAILABLE REGARDING THE TRANSACTION DESCRIBED IN THIS COMMUNICATION,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION:
* FISHER SCIENTIFIC'S JOINT PROXY STATEMENT / PROSPECTUS, INCLUDING ANY
PRELIMINARY AND FINAL PROXY STATEMENT, REGISTRATION STATEMENT ON FORM
S-4, ANY PRELIMINARY OR FINAL PROSPECTUS INCLUDED IN SUCH REGISTRATION
STATEMENT, AND ANY PROXY STATEMENT SUPPLEMENT AND EXCHANGE OFFER
MATERIAL; AND
* PSS WORLD MEDICAL'S PRELIMINARY PROXY STATEMENT, FINAL PROXY STATEMENT
AND PROXY STATEMENT SUPPLEMENT.
THESE DOCUMENTS AND AMENDMENTS TO THESE DOCUMENTS HAVE BEEN OR WILL BE FILED
WITH THE SEC. WHEN THESE AND OTHER DOCUMENTS ARE FILED WITH THE SEC, THEY MAY BE
OBTAINED FOR FREE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. YOU MAY ALSO OBTAIN FOR
FREE EACH OF THESE DOCUMENTS, WHEN AVAILABLE, FROM FISHER SCIENTIFIC OR PSS
WORLD MEDICAL BY DIRECTING YOUR REQUEST TO:
FISHER SCIENTIFIC INTERNATIONAL INC. PSS WORLD MEDICAL INC.
ONE LIBERTY LANE 4345 SOUTHPOINT BLVD.
HAMPTON, NH 03842 JACKSONVILLE, FL 32216
ATTN: ROBERT J. GAGALIS ATTENTION: DAVID A. SMITH
THIS COMMUNICATION INCLUDES FORWARD-LOOKING STATEMENTS. FISHER SCIENTIFIC HAS
BASED THESE FORWARD-LOOKING STATEMENTS ON ITS CURRENT EXPECTATIONS AND
PROJECTIONS ABOUT FUTURE EVENTS. ALTHOUGH FISHER SCIENTIFIC BELIEVES THAT ITS
ASSUMPTIONS MADE IN CONNECTION WITH THE FORWARD-LOOKING STATEMENTS ARE
REASONABLE, NO ASSURANCES CAN BE GIVEN THAT ITS ASSUMPTIONS AND EXPECTATIONS
WILL PROVE TO HAVE BEEN CORRECT. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO
VARIOUS RISKS, UNCERTAINTIES AND ASSUMPTIONS. FISHER SCIENTIFIC UNDERTAKES NO
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. IN LIGHT OF THESE
RISKS, UNCERTAINTIES AND ASSUMPTIONS, THE FORWARD-LOOKING EVENTS DISCUSSED IN
THIS ANNOUNCEMENT MIGHT NOT OCCUR.
