Bergen Drops Restrictive Clause in Renewed Durr-Fillauer Bid

ORANGE —  Bergen Brunswig Corp. has renewed its attempt to take over Durr-Fillauer Medical Inc., amending its offer to acquire the rival pharmaceutical-products distributor.

Bergen Brunswig agreed to drop from its $466-million offer the “no-compete clause” requirements for top Durr-Fillauer executives that it had proposed earlier, according to a filing Tuesday with the Securities and Exchange Commission.

Durr-Fillauer, based in Montgomery, Ala., rejected a $33-a-share takeover bid from Bergen Brunswig last week because its executives considered proposed employment, consulting and other no-compete demands too restrictive. No-compete clauses typically ban former company officials from working for a competitor for a specified period.

The top four Durr-Fillauer executives said they would agree not to compete for two years but not for the longer, unspecified term in the earlier Bergen Brunswig bid.

Removing another roadblock for Bergen Brunswig, SunHealth Enterprises Inc. of Charlotte, N.C., agreed on Sept. 2 to assign its customer contracts with Durr-Fillauer to Bergen Brunswig if the merger is consummated. Bergen Brunswig had asked for assurance that Durr-Fillauer’s top clients, of which SunHealth is one of the two largest, would stay with the company after an acquisition.

Durr-Fillauer’s president, Charles Adair, would not comment on the latest Bergen Brunswig offer. Neil Dimick, chief financial officer for Bergen Brunswig, did not return calls.

Bergen Brunswig, based in Orange, is the second-largest drug wholesaler in the United States. It has been trying since early July to buy the smaller Durr-Fillauer as a way of expanding into the lucrative Southeast market. The bidding has pitted Bergen Brunswig against competitor Cardinal Distribution Inc. in Dublin, Ohio. Cardinal has offered $30.50 a share for Durr-Fillauer in a merger that is scheduled to be completed in October.

Bergen Brunswig’s stock fell 12.5 cents a share to close at $19.25 in Thursday’s trading on the American Stock Exchange. In the NASDAQ market, Durr-Fillauer was unchanged at $32.50, while Cardinal dropped 12.5 cents to $28.125.