Counsel Corp. Announces Discussions with Bergen Brunswig Corp. Regarding Potential Post-Closing Purchase Price Adjustment for Stadtlander Transaction

Business Wire, July 8, 1999

TORONTO--(BUSINESS WIRE)--July 8, 1999--

(NASDAQ:CXSN) (TSE:CXS.) Counsel Corporation (TSE:CXS / NASDAQ:CXSN) announced today that, as required by the purchase agreement entered into with Bergen Brunswig Corporation (NYSE: BBC), it is engaged in discussions concerning a potential post-closing purchase price adjustment on the sale by Counsel of Stadtlander Drug Co. to Bergen Brunswig in January 1999. As previously disclosed, the purchase price paid by Bergen Brunswig was subject to certain post-closing adjustments based upon changes in net worth and net debt as of the closing date.

Prior to the closing, audits of Stadtlander as of September 30, 1998 and December 31, 1998 were conducted by Stadtlander's auditors, one of the big five accounting firms. In addition, Bergen and its advisors conducted extensive due diligence on Stadtlander's business and financial position prior to completion of the transaction. Based upon the pre-closing audits and due diligence that was conducted, Allan Silber, Counsel's Chief Executive Officer, stated, "While we are disappointed with the purchase price adjustment that Bergen and its auditors have proposed, the parties are following the procedures set forth in the purchase agreement for resolving this matter. As a company actively engaged in mergers and acquisitions, Counsel understands that this type of dispute will arise from time to time and will work to resolve it in an appropriate, professional manner."

Bergen acquired 100 percent of Stadtlander for a purchase price of approximately US$400 million, which amount included the assumption of approximately US$91 million in debt. Approximately 50 percent of the purchase price was paid in cash and the balance was paid with approximately 5.7 million shares of Bergen Brunswig.

This release involves forward-looking statements with respect to negotiations with other parties to acquisition agreements, acquisition prospects, development of business relationships, and other plans and expectations on the part of the Company. The accuracy of these statements involves a number of risks and uncertainties, including but not limited to the decisions of third parties in arbitration or other proceedings, changing economic and market conditions, changes in governmental reimbursement regulations and laws, as well as other risk factors detailed in the Company's securities filings, to which recipients of this release are referred for additional information concerning the Company and its prospects.