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Cardinal to acquire Viasys Healthcare in $1.45b deal

NEW YORK -- Cardinal Health Inc., the second-largest U S drug distributor, agreed to acquire Viasys Healthcare Inc. for $1.45 billion to add respiratory-care products used in hospitals and expand global sales.

Cardinal, of Dublin, Ohio, will pay $42.75 a share for Viasys, the companies said yesterday in a statement. That's 35 percent higher than Friday's $31.55 closing price . Viasys stock surged above Cardinal's bid, a sign investors may be looking for a rival offer.

Cardinal, McKesson Corp. of San Francisco, and AmerisourceBergen Corp. of Valley Forge, Pa. , together distribute about 90 percent of the prescription drugs sold in the United States, shipping them to hospitals, pharmacies, and nursing homes. McKesson is the largest of the three.

"We do not rule out another bidder emerging with a higher offer, including other distributors such as McKesson," said Tycho Peterson, a JPMorgan Securities analyst, in a note to clients yesterday.

A McKesson spokesman, Larry Kurtz, declined to comment on whether McKesson has made an offer for Conshohocken, Pa. -based Viasys or is considering one.

The addition of Viasys's respiratory business, with $400 million in sales last year, would almost triple Cardinal's stake in the $4 billion-a-year market. The acquisition would also help Cardinal expand in Western Europe and the Middle East, particularly in Dubai, the company said.

"This is a logical acquisition for the company as it continues to broaden its product offering," said Barbara Ryan, a Deutsche Bank analyst, in a note to clients yesterday.

Including debt to be assumed by Cardinal, the total value of the acquisition would be $1.5 billion.

Viasys had been on a list of companies Cardinal was interested in buying for months, Cardinal chief executive R. Kerry Clark said yesterday in a conference call with analysts.

A month ago Cardinal began talks with Viasys, and in the last two weeks learned that another company -- which Clark didn't name -- was also aiming to acquire Viasys, forcing Cardinal to accelerate its bid.

"We had to make a decision to move quickly," Clark said. "We didn't want the opportunity to pass by."

The acquisition, scheduled to close by the end of June, is expected to erase 10 cents a share from earnings in fiscal 2008, which starts in July, Cardinal said.

Even so, the company repeated the range of $3.95 to $4.15 previously forecast for that year, noting the effect of the sale of another business.

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