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COMMTRON BOARD OF DIRECTORS APPROVES MERGER WITH INGRAM

 COMMTRON BOARD OF DIRECTORS APPROVES MERGER WITH INGRAM
 DES MOINES, Iowa, March 27 /PRNewswire/ -- The board of directors


of Commtron Corporation (AMEX: CMR) yesterday received an opinion from Salomon Brothers Inc. that the $7.75 cash per share proposed to be paid to all shareowners of Commtron, pursuant to the previously announced merger transaction with an acquisition subsidiary of Ingram Industries, Inc., is fair from a financial point of view to the Shareowners of Commtron ("minority shareowners") other than its parent, Bergen Brunswig Corporation (AMEX: BBC).
 Based in part upon the receipt of that fairness opinion, the board of directors of Commtron unanimously approved the merger and recommended that the shareowners approve the merger. Because BBC owns 81 percent of the common stock of Commtron, including all of the Class B common stock and a majority of the Class A common stock and has indicated its intention to approve the merger, the board has decided to permit the merger to be approved by written consent rather than to solicit proxies for a meeting of shareowners.
 However, Commtron will mail to its shareowners a statement ("information statement") containing information about the proposed merger which will be comparable to information which would ordinarily be included in a proxy statement. Although Salomon Brothers, BBC and the board of directors of Commtron have determined that the $7.75 cash per share merger consideration is fair from a financial point of view to the minority shareowners, the board of directors of Commtron conditioned its approval of the merger upon the granting of dissenters' rights to the minority shareowners under the New Jersey Business Corporation Act ("dissenters' rights"). Although dissenters' rights are not available to the minority shareowners as a matter of New Jersey law, BBC has agreed to approve an amendment to the Restated Certificate of Incorporation of Commtron which will give the dissenters' rights to the minority shareowners.
 The board of directors of Commtron fixed April 17, 1992 as the record date for Commtron shareowners to receive the information statement. It is presently contemplated that the information statement will be mailed to shareowners in late April, 1992 and that the merger will be consummated in early June, 1992, both depending on regulatory matters, including expiration of the applicable waiting periods under the Hart-Scott-Rodino Premerger Notification Act. Under the merger agreement with Ingram Industries, the board of directors of Commtron has the right to terminate the merger agreement if, upon advice of its independent legal counsel, such termination is necessary for the board to discharge its fiduciary obligation to the minority shareowners.
 Commtron is currently the largest national distributor of prerecorded video cassettes and is also a national distributor of consumer electronics.
 -0- 3/27/92


CONTACT: Stephen M. Lacy, vice president and CFO of Commtron, 515-226-3000; or Neil F. Dimick, vice president and CFO of Bergen Brunswig, 714-385-4000; or Gary Fishman and Bob Bogard of The Hudson Stone Group, 212-226-8550; or Donald Reynolds of Donald Reynolds Associates, 310-275-9024, for Commtron/
 (CMR BBC) CO: Commtron Corporation; Bergen Brunswick Corp.; Ingram Industries
 Inc. ST: Iowa, Tennessee IN: SU: TNM


TS -- NY020 -- 2286 03/27/92 10:13 EST
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Publication:PR Newswire
Date:Mar 27, 1992
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