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BERGEN BRUNSWIG SENDS LETTER TO DURR-FILLAUER MEDICAL IN CONNECTION WITH ITS ACQUISITION PROPOSAL

 BERGEN BRUNSWIG SENDS LETTER TO DURR-FILLAUER MEDICAL
 IN CONNECTION WITH ITS ACQUISITION PROPOSAL
 ORANGE, Calif., July 17 /PRNewswire/ -- Bergen Brunswig Corporation (AMEX: BBC) announced today that it has sent the following letter from its chairman and chief executive officer, Robert E. Martini, to the board of directors of Durr-Fillauer Medical, Inc. (NASDAQ: DUFM), in connection with its proposal announced July 7, 1992, to acquire Durr- Fillauer at $26 net per share in cash:
 "Consistent with your public statements and as required by your fiduciary duty to your stockholders, we assume that you and your advisors are considering the proposal in our letter dated July 7, 1992. We want to be sure that you give appropriate consideration to the following matters relating to our proposal:
 "First, although our proposal is not subject to a financing condition, you should be aware that we have received a written commitment from Continental Bank N.A. to provide all the financing we will need to complete the transactions contemplated by our July 7 proposal letter and our July 8 tender offer. The terms are set forth in the commitment letter, included herewith. They will be communicated to Durr-Fillauer stockholders in a supplement to our Offer to Purchase which will be available today. Given the amount of cash we have on hand, the financing to be provided pursuant to this commitment will be more than adequate to enable us to complete the purchase of all of the outstanding shares of Durr-Fillauer common stock, fund any necessary refinancing of Durr-Fillauer debt, and pay all other costs and expenses of our proposed transaction.
 "Second, as we stated in our proposal letter and our Offer to Purchase, we are flexible with respect to all aspects of our proposal and are fully prepared to discuss all of its terms and conditions with you. We are confident that, if given access to the same information you furnished or otherwise made available to Cardinal and if given a meaningful opportunity to meet and discuss our proposal with you, we can conclude a business combination that is in the best interests of Durr- Fillauer's stockholders, employees, customers and other constituencies.
 "As stated in our July 7 letter, we strongly believe that you are obligated by principles of fiduciary duty to consider our proposal carefully and take the necessary steps, in accordance with the terms of your agreement with Cardinal, to furnish information to us and hold discussions and negotiations with us. We caution you not to take any action, such as entering into any type of 'lock-up' or similar arrangement with Cardinal (or any other bidder) or increasing the break- up fee which may become payable to Cardinal (or any other bidder), which would be designed to or would have the effect of placing additional obstacles and impediments in the path of our offer and in the way of acceptance of our offer by Durr-Fillauer stockholders. Clearly any such action by you would be a serious breach of your fiduciary duties to your stockholders.
 "Consistent with the foregoing we and our financial and legal advisors remain prepared to meet with you and your advisors at any time. We urge you to contact us and to commence negotiations with us promptly."
 /end of letter/
 -0- 7/17/92 R
 /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: SU:


GK -- NY006 -- 0436 07/17/92 17:28 EDT
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Publication:PR Newswire
Date:Jul 17, 1992
Words:583
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