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BERGEN BRUNSWIG PROPOSES TO ACQUIRE DURR-FILLAUER MEDICAL, INC.

BERGEN BRUNSWIG PROPOSES TO ACQUIRE DURR-FILLAUER MEDICAL, INC.
 ORANGE, Calif., July 7 /PRNewswire/ -- Bergen Brunswig Corporation (AMEX: BBC) announced today that it has made an offer to acquire Durr- Fillauer Medical, Inc. (NASDAQ: DUFM) in an all cash transaction at $26 per share. Bergen Brunswig communicated its proposal today to Durr- Fillauer's board of directors in an offer letter, a copy of which is attached to this press release.
 According to publicly available information, there are 11,946,765 outstanding shares of Durr-Fillauer common stock.
 In furtherance of Bergen Brunswig's proposal to acquire Durr- Fillauer, a wholly owned subsidiary of Bergen Brunswig, is commencing tomorrow a cash tender offer to purchase all outstanding shares of Durr- Fillauer common stock at $26 per share. The tender offer has an initial expiration date of Aug. 4, 1992, subject to extension.
 Bergen Brunswig's offer contemplates a two-step acquisition, with the first step being Bergen Brunswig's cash tender offer and the second step being a merger in which all shares not purchased in the tender offer would be acquired for cash at the same price of $26 per share.
 On June 2, Durr-Fillauer announced that it had entered into a definitive agreement with Cardinal Distribution, Inc. which provides for a tax-free pro rata spin-off to Durr-Fillauer's stockholders of Durr- Fillauer's medical supply and orthopedic services businesses followed by the acquisition by Cardinal of Durr-Fillauer's drug distribution business in a tax-free merger in which Durr-Fillauer stockholders would receive shares of Cardinal common stock valued generally at no less than $166.5 million and no more than $181.5 million.
 Bergen Brunswig's cash tender offer is subject to certain conditions including that at least a majority of Durr-Fillauer's outstanding shares be validly tendered and not withdrawn; that Durr-Fillauer's poison pill purchase rights be redeemed by Durr-Fillauer's board or otherwise be invalidated or made inapplicable to Bergen Brunswig's offer; that the Delaware antitakeover statute either has been complied with or is not applicable to Bergen Brunswig's acquisition of Durr-Fillauer; that Durr- Fillauer's 80 percent supermajority vote requirement either is inapplicable to Bergen Brunswig's second-step merger or that it would otherwise be satisfied; that the pending agreement between Cardinal and Durr-Fillauer be terminated in accordance with its terms and other customary conditions.
 Merrill Lynch & Co. is acting as exclusive financial advisor to Bergen Brunswig and as dealer manager in connection with the tender offer.
 Bergen Brunswig's tender offer is being made only by tender offer documents filed with the Securities and Exchange Commission.
 Test of letter follows:
 July 7, 1992


Board of Directors Durr-Fillauer Medical, Inc. 218 Commerce Street Montgomery, Alabama 36104 Attention: W.A. Williamson, Jr., Chairman Dear Sirs:
 For more than ten years, certain members of our senior management and I have spoken numerous times with Mr. Williamson, your Chairman, and with other senior officers of your company.
 During many of these conversations, we at Bergen Brunswig Corporation expressed a strong interest in exploring the possibility of joining our companies together. As recently as October 1991 we indicated to your Chairman a strong interest in pursuing a business combination with Durr-Fillauer. At that time he told us that he was not prepared to consider a sale of Durr-Fillauer. Nevertheless, we were led to believe that he would discuss such a transaction with us if and when you and he decided it was an appropriate time to consider a sale of the company. We have made it clear to your Chairman that our interest in acquiring your company is based on our corporate goals and strategies for expansion in the Southeast. Having your company as part of ours would significantly enhance our presence in the Southeast markets and would represent very desirable expansion for us.
 In view of this background, it came as a great surprise and disappointment to me and my colleagues when it was announced on June 2 that you had agreed to the proposed acquisition of Durr-Fillauer by Cardinal Distribution, Inc. We regret that, despite knowing our long- term interest in joining Durr-Fillauer with Bergen Brunswig, your Chairman did not accept our long-standing offer to submit a business combination proposal to you.
 On June 3, the morning after I learned of the announcement of your proposed transaction with Cardinal, I called your Chairman and expressed my dissatisfaction and regret about events. Although I indicated my frustration and that I would have liked to have been asked to submit a bid, your Chairman simply tried to discourage me from taking any action. Since that conversation on June 3, we have been analyzing the Cardinal transaction and have been considering the possibility of making a proposal that would be economically superior to your proposed transaction with Cardinal. We now have completed that process and are using this letter to communicate our conclusions to you.
 On behalf of Bergen Brunswig, I am hereby making the following proposal. Our proposal is that Bergen Brunswig would acquire all of the outstanding shares of Durr-Fillauer common stock for cash at a price of $26 per share. This would be accomplished by a "first step" cash tender offer for all outstanding shares of Durr-Fillauer, followed by a "second step" merger in which Durr-Fillauer's remaining stockholders would receive the same cash purchase price per share paid in the offer. This offer represents a 24.6 percent premium over the closing sale price of Durr-Fillauer common stock on the last full trading day prior to the announcement of the proposed Cardinal transaction and a 16.9 percent premium over the closing sale price yesterday, which price obviously reflects the market valuation of your proposed transaction with Cardinal.
 To underscore the seriousness of our intentions, we are commencing promptly a cash tender offer, which can serve as the "first step" tender offer contemplated by our proposal. On the other hand, unless and until you terminate your pending proposed transaction with Cardinal in a manner permitted under the terms of your Agreement and Plan of Reorganization with Cardinal, dated as of June 2, and enter into an agreement with us, our cash tender offer will stand on its own as an offer made directly to your stockholders.
 The terms of our proposal are fully set forth in the attached form of merger agreement, which contains the terms, conditions and other provisions on which we would be prepared to move forward with you expeditiously. As you can see in our form of merger agreement, we are prepared, consistent with our long-standing respect for your company and your organization, to make certain commitments to maintain and add to your existing company benefit plans, policies and programs, to offer to enter into employment agreements with at least four of your senior officers, Messrs. Williamson, Adair, Cotton and Smith, to establish a regional headquarters at your Montgomery, Alabama corporate headquarters, to continue your corporate name and your various civic and charitable programs, and to name one of your Board members to our Board. Although we determined that it was appropriate, under the circumstances, to commence our cash tender offer, our strong preference would be to negotiate a merger agreement with you.
 The price we are offering in our proposal, $26 per share, clearly provides significantly greater and more certain value to your stockholders than the proposed transaction with Cardinal. In addition, our proposed transaction can be completed on a more timely basis than the proposed Cardinal transaction. Accordingly, we strongly believe that, pursuant to Section 5.3(f) of your agreement with Cardinal, you should promptly request and obtain from your counsel a written opinion confirming that you are obligated by principles of fiduciary duty to consider our proposal. Also, we expect that, upon your receipt of such opinion and consistent with your clear fiduciary duties, you will give us access to at least all the same information you furnished to Cardinal in the course of your discussions and negotiations with them and that you will discuss and negotiate with us the details of our proposal. In addition, you should take whatever other actions are reasonably necessary or appropriate so that we may operate on a level playing field with Cardinal and any other companies which may be interested in acquiring Durr-Fillauer.
 To ensure that your Board fulfills its fiduciary obligations and to resolve certain other issues, we have today commenced litigation in the Delaware Chancery Court.
 Our Board of Directors is fully supportive of our proposal and has unanimously authorized and approved it. Consistent with our Board's action, we and our advisors stand ready, willing and able to meet with you and your advisors at your earliest convenience. I want to stress that we are flexible as to all aspects of our proposal and are anxious to proceed to discuss and negotiate it with you as soon as possible.
 Should you find it helpful to do so in connection with reviewing and considering our proposal, you and your advisors should feel free to contact our outside advisors: Jack Levy of Merrill Lynch & Co., our financial advisor, and Roger Aaron of Skadden, Arps, Slate, Meagher & Flom, our special legal counsel.
 Personally and on behalf of my colleagues at Bergen Brunswig, I look forward to hearing from you soon and working with you on our proposal.
 Sincerely,
 Signed
 Robert E. Martini
 -0- 07/07/92
 CONTACT: Neil F. Dimick, vice president and chief financial officer of Bergen Brunswig, 714-385-4000
 (BBC DUFM) CO: BERGEN BRUNSWIG CORPORATION; DURR-FILLAUER MEDICAL,
 INC.


IN: MTC ST: CA,AL -- NY088 -- X901 07/07/92
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