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BERGEN BRUNSWIG INCREASES BID FOR DURR-FILLAUER

 BERGEN BRUNSWIG INCREASES BID FOR DURR-FILLAUER
 ORANGE, Calif., Aug. 18 /PRNewswire/ -- Bergen Brunswig Corporation


(AMEX: BBC) announced today that it has increased the purchase price of its previous proposal to acquire Durr-Fillauer Medical, Inc. (NASDAQ: DUFM) to $33.00 in cash per share. Bergen Brunswig's revised acquisition proposal was communicated to the board of directors of Durr- Fillauer in a letter, the full text of which follows this press release.
 The revised proposal by Bergen Brunswig is subject to the condition that Durr-Fillauer provide Bergen Brunswig with the non-public information previously furnished by Durr-Fillauer to Cardinal Distribution, Inc., in connection with Durr-Fillauer's current and predecessor agreements with Cardinal and that Bergen Brunswig is satisfied, in its sole discretion, that such information supports Bergen Brunswig's current valuation of Durr-Fillauer.
 In furtherance of its revised proposal, Bergen Brunswig's wholly owned subsidiary, BBC Acquisition Corp., is amending its pending tender offer for all outstanding shares of Durr-Fillauer common stock to increase the purchase price to be paid in the offer to $33.00 per share net to the seller in cash. The amended tender offer is subject to the same condition concerning receipt of and satisfaction with non-public information and continues to be subject to its original conditions, except that the original condition that Durr-Fillauer's predecessor agreement with Cardinal be terminated in accordance with its terms has been amended to cover Durr-Fillauer's current agreement with Cardinal.
 Bergen Brunswig also announced that it has entered into an agreement with Durr-Fillauer providing for a limited settlement of the litigation pending between them in the Delaware Court of Chancery. Under the terms of the agreement, Durr-Fillauer will promptly provide to Bergen Brunswig all the confidential information Durr-Fillauer provided to Cardinal in connection with the pending merger between Cardinal and Durr-Fillauer. Durr-Fillauer also agreed to give Bergen Brunswig access to Durr- Fillauer officers for the purpose of a due diligence inquiry. Bergen Brunswig has agreed to keep all such information confidential. The agreement also contemplates that, by Sept. 4, Bergen Brunswig will either raise its existing tender offer to above $30.50 per Durr-Fillauer share or abandon its efforts to acquire Durr-Fillauer, subject to certain conditions and limitations. Cardinal has consented to the Bergen Brunswig/Durr-Fillauer settlement.
 Following is the text of the letter, dated today, from Robert E. Martini, chairman and chief executive officer of Bergen Brunswig, to the board of directors of Durr-Fillauer, Montgomery Ala.:
 We continue to believe that a combination of Bergen Brunswig and Durr-Fillauer would be in the best interests of all relevant constituencies. Accordingly, we hereby increase the price of our July 7, 1992, proposal to acquire all of the common shares of Durr- Fillauer to $33.00 per share in cash.
 Our willingness to pay this increased price, which our pending tender offer is today being amended to reflect, is subject to the condition that the non-public information furnished by you to Cardinal Distribution, which you will be providing to us under the terms of the Aug. 17, 1992, settlement agreement between us, in our judgment supports our current valuation of Durr-Fillauer.
 The other terms of our July 7 proposal as outlined in the proposed form of merger agreement included with that proposal remain unchanged, except that the requirement that your June 2, 1992, agreement with Cardinal be terminated now relates to your July 17, 1992, agreement with Cardinal.
 Our revised proposal is clearly superior to your pending transaction with Cardinal, purportedly valued at $30.50 per share. As a result, we continue to believe that you can, and indeed are obligated to, take appropriate steps pursuant to your agreement with Cardinal to give us a meaningful opportunity to meet and discuss our revised proposal with you. We also believe that you cannot, consistent with your fiduciary duties to your shareholders, either continue to recommend to your shareholders your transaction with Cardinal in the face of our revised proposal or continue your prior course of conduct of unfairly favoring Cardinal by entering into increased break-up fees or other arrangements designed to impede our offer or its acceptance by your shareholders.
 It, of course, remains our preference to enter into a negotiated agreement with you. As in the past, we are prepared to meet with you at any time to negotiate the terms of a merger agreement. We hope you will contact us promptly.
 -0- 8/18/92
 /CONTACT: Neil F. Dimick, executive vice president and chief financial officer of Bergen Brunswig, 714-385-4000/
 (BBC DUFM) CO: Bergen Brunswig Corporation; Durr-Fillauer Medical, Inc. ST: California, Alabama IN: MTC SU:


SH-GK -- NY007 -- 0824 08/18/92 09:05 EDT
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Publication:PR Newswire
Date:Aug 18, 1992
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