Offer Update

RNS Number:3395T
Cardinal Health, Inc.
16 December 2003

For immediate release

                                                                16 December 2003



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES,
                           AUSTRALIA, CANADA OR JAPAN



                             Recommended Cash Offer

                                       by

                           Credit Suisse First Boston

        on behalf of a wholly owned subsidiary of Cardinal Health, Inc.

                                       for

                            The Intercare Group plc



                  OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS


Cardinal Health, Inc. ("Cardinal Health") announces that, following the receipt
of clearance from the European Commission, all the conditions of the recommended
cash offer (the "Offer") for the entire issued and to be issued share capital of
The Intercare Group plc ("Intercare"), announced on 29 October 2003, made by
Credit Suisse First Boston on behalf of Cardinal Health U.K. 418 Limited (the
"Offeror"), a wholly owned subsidiary of Cardinal Health, have now either been
satisfied or waived. Accordingly the Offer is declared unconditional in all
respects and will remain open until further notice



As at 3.00 p.m (London time) on 16 December 2003, valid acceptances of the Offer
had been received in respect of, in aggregate, 75,466,545 Intercare Shares
representing approximately 90.46 per cent. of the existing issued share capital
of Intercare.



Prior to the announcement of the Offer on 29 October 2003, Cardinal Health had
received irrevocable undertakings to accept (or procure the acceptance of) the
Offer from the Intercare Directors and their spouses in respect of their own
beneficial holdings of, in aggregate, 234,399 Intercare Shares, representing
approximately 0.28 per cent. of the existing issued share capital of Intercare.
Cardinal Health had also received irrevocable undertakings from certain
institutional shareholders in respect of 22,097,806 Intercare Shares,
representing approximately 26.5 per cent. of the existing issued share capital
of Intercare. Valid acceptances have been received in respect of 22,128,042 of
these Intercare Shares that are the subject of irrevocable undertakings and are
included in the total number of valid acceptances referred to above.



Neither Cardinal Health, nor any persons acting, or deemed to be acting, in
concert with Cardinal Health, held any Intercare Shares (or rights over any
Intercare Shares) prior to the Offer Period and neither Cardinal Health nor any
persons acting, or deemed to be acting in concert with Cardinal Health, have
acquired or agreed to acquire any Intercare Shares (or rights over any Intercare
Shares) since the commencement of the Offer Period.



The consideration will be despatched by first class post on or before 30
December 2003 to Intercare Shareholders who have validly accepted the Offer on
or before the date of this announcement. Thereafter, consideration will be
despatched to Intercare Shareholders who validly accept the Offer, within 14
days of receipt of such acceptance, valid in all respects.



Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out on the Form of Acceptance and in the
Offer Document, so as to be received as soon as possible.



The Offer remains subject to the terms set out in the Offer Document.



Cardinal Health intends, as soon as practicable, to procure the making of an
application by Intercare to  the UKLA for the cancellation of the listing of
Intercare Shares on the Official List and to the London Stock Exchange for the
cancellation of the admission to trading of Intercare Shares on the London Stock
Exchange's market for listed securities, in each case expected to take effect
not earlier than 19 January 2004, being 20 business days following the date of
this announcement.



As sufficient acceptances have been received, the Offeror intends to implement
the procedures set out in sections 428 to 430F of the Companies Act to acquire
compulsorily any outstanding Intercare Shares to which the Offer relates in due
course.



Enquiries:


Credit Suisse First Boston       Stuart Upcraft         Tel: + (44) 20 7888 8888
                                 Zachary Brech

Capita IRG (receiving agent)                            Tel: [phone]

                                                  or [phone] if outside
                                                              the UK)



Terms used in this announcement have the same meanings as in the Offer Document
dated 1 November 2003.



Unless otherwise determined by Cardinal Health, the Offer is not being made,
directly or indirectly, in or into any Restricted Jurisdiction and the Offer
will not be capable of acceptance from or within any Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send it in, into or from such jurisdictions as doing so may
invalidate any purported acceptance of the Offer.  Notwithstanding the
foregoing, Cardinal Health will retain the right to permit the Offer to be
accepted and any sale of securities pursuant to the Offer to be completed if, in
its sole discretion, it is satisfied that the transaction in question can be
undertaken in compliance with applicable law and regulation.



Credit Suisse First Boston, which is regulated by the Financial Services
Authority in the United Kingdom, is acting as financial adviser to the Offeror
and Cardinal Health and no one else in connection with the Offer and will not be
responsible to anyone other than the Offeror and Cardinal Health for providing
the protections afforded to clients of Credit Suisse First Boston, nor for
providing advice in relation to the Offer.



This announcement does not constitute an offer or an invitation to purchase any
securities or the solicitation of an offer to buy any securities. No offer is
being made in the United States.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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