BUCKINGHAMSHIRE, U.K., Oct. 10, 2003 (PRIMEZONE) -- Amersham plc (LSE:AHM) (NYSE:AHM): Summary of the Acquisition
-- GE and Amersham announce their agreement on the terms of a recommended share exchange acquisition by GE of Amersham.
-- The making of the Acquisition is subject to the satisfaction or waiver of certain regulatory pre-conditions and is expected to be effected by means of a scheme of arrangement under section 425 of the Companies Act.
-- Applying the Exchange Ratio on the basis of the Sterling GE Price at Announcement of 18.32, Amersham Shareholders would be entitled to 0.4367 New GE Shares for every Amersham Share held. On this basis, the terms of the Acquisition value each Amersham Share at 800 pence and the diluted share capital of Amersham at approximately 5.7 billion ($9.5 billion).
-- These terms represent a premium of approximately 45 per cent. over the price of an Amersham Share of 552 pence as at the close of business on 7 October 2003, the last trading day prior to the announcement by Amersham that it had received an approach.
-- Upon completion of the Acquisition, Sir William Castell will become a Vice Chairman and member of the Board of Directors of General Electric and, as CEO of GE Healthcare Technologies, will have financial and leadership responsibility for GE Healthcare Technologies, the combined Amersham and GE Medical businesses. Sir William Castell will also lead the integration process to deliver the expected operating synergies. Joseph Hogan, Senior Vice President of General Electric, will continue to lead the GE Medical business. The GE Healthcare Technologies business will be based with Sir William Castell in the UK.
-- The Acquisition will be made in exchange for New GE Shares based on an Exchange Ratio which will be finally determined at Completion. The Exchange Ratio is subject to certain adjustments depending on movements in the Sterling GE Price up to the Completion Date. -- If the Sterling GE Price at Completion is below the Sterling GE Price at Announcement, the Exchange Ratio will increase to provide that Amersham Shareholders continue to receive New GE Shares with a value in sterling of 800 pence, save that in no circumstances shall GE deliver pursuant to the Acquisition more than the Maximum Exchange Ratio of 0.5571 New GE Shares per Amersham Share. -- The Maximum Exchange Ratio would be reached if the Sterling GE Price at Completion declined to 14.36, which is 21.6 per cent lower than the Sterling GE Price at Announcement. -- If the Sterling GE Price at Completion is above the Sterling GE Price at Posting (the period between Posting and Completion is expected to be approximately 6 weeks), the Exchange Ratio (as determined at Posting) will remain fixed until the value in sterling of the New GE Shares to be received equals 808 pence per Amersham Share and will then be reduced proportionately to maintain a maximum value in sterling of 808 pence per Amersham Share at Completion. The Exchange Ratio at Posting will be set out in the Acquisition Document.
-- Once the value per Amersham Share determined by the Exchange Ratio has reached 808 pence there will be no limit to the proportionate reduction in the number of New GE Shares which would be received under the Acquisition as the Sterling GE Price increases.
-- The acquisition of Amersham, a global leader in diagnostic imaging agents and in life sciences, significantly advances General Electric's strategy of addressing high-growth, high-technology segments of the global healthcare industry. Amersham's imaging agents and biosciences businesses will add new, high-technology platforms to GE Medical's diagnostic imaging, healthcare services and information technology businesses, positioning GE Medical to participate in exciting new developments in molecular imaging and personalised medicine.
-- The combination of Amersham and GE Medical is expected by General Electric to be non-dilutive to 2004 earnings per share (before in-process research and development charges) and $0.01 accretive in 2005. General Electric expects to generate revenue synergies by the end of the third full year in the order of $350 million to $400 million per annum, which are expected to translate into operating profit synergy benefits of $100 million to $200 million per annum. General Electric expects the revenue synergies to be achieved through a variety of means, including access to new channels for each company's products and services, channel efficiencies, accelerated global expansion and new product introductions. Similarly, General Electric expects to achieve cost synergies for the combined business in the range of $300 million to $400 million per annum by the end of the third full year, an amount that represents approximately 3 per cent. of the combined businesses' total cost base. General Electric expects these cost synergies to be achieved through a variety of means including improved sourcing, reduced general and administration and global infrastructure costs and operating efficiencies across the combined businesses. General Electric expects approximately half of these revenue and cost synergies to be achieved by the end of the first full year following the Acquisition.*
-- The Amersham Board, which has been so advised by JPMorgan and Morgan Stanley, considers the terms of the Acquisition to be fair and reasonable. In providing advice to the Amersham Board, JPMorgan and Morgan Stanley have taken into account the commercial assessment of the Amersham Board. Accordingly, the Amersham Board intends unanimously to recommend that Amersham Shareholders vote in favour of the Scheme (or, if applicable, accept the Offer) as the directors of Amersham have undertaken to do in respect of their own respective beneficial holdings of Amersham Shares (representing, in aggregate, approximately 0.05 per cent. of the Amersham Shares currently in issue).
Commenting on the acquisition, Jeffrey R. Immelt, Chairman of the Board and Chief Executive of General Electric, said:
"GE and Amersham will be an exciting combination of talents, businesses and technologies. Amersham's diagnostic pharmaceutical and life sciences business will add new, high growth platforms to GE Medical's diagnostic imaging, services and healthcare information technology businesses. The combination of this technological and market knowledge will allow GE to accelerate the development of molecular imaging and personalised medicine where it will be possible to predict and treat disease with therapies tailored to the individual.
We're delighted to bring Sir William Castell and his team to GE to help make this vision a reality."
Donald Brydon, Chairman of Amersham, said:
"The combination of these businesses represents good value for our shareholders and is good news for our customers and employees."
Sir William Castell, Chief Executive of Amersham, said:
"Combined with the complementary capabilities of General Electric this transaction enables us to accelerate the realisation of our vision of personalised medicine. We will have the competencies, the marketing reach and the financial resources to bring disease prediction, diagnosis and personalised treatment into the mainstream of medical practice. Our customers should now raise their expectations as to what is deliverable from this new chapter in medicine."
The Acquisition and the posting of the Acquisition Document are subject to certain Pre-Conditions relating to the obtaining of certain regulatory clearances in the European Union and the United States. GE and Amersham intend to proceed with the Acquisition through despatching the formal Acquisition Document as soon as practicable after these Pre-Conditions are satisfied or waived.
The Acquisition will be subject to the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code. In addition, the Acquisition will be subject to the applicable requirements of the United States federal and state securities laws and the applicable rules and regulations of the NYSE (except to the extent exempt from such requirements) as well as applicable Norwegian rules and regulations.
This summary should be read in conjunction with the full text of this announcement.
GE has been advised by Goldman Sachs. Amersham has been advised jointly by JPMorgan and Morgan Stanley.
There will be a joint analysts and investors presentation in London at 9:00 AM GMT (4:00 AM EDT) today at Goldman Sachs International, Rivercourt Building, 120 Fleet Street, London EC4A 2BB with a web-casting facility on Amersham's web site (www.amersham.com). There will also be a dial-in conference call facility for the 9:00 AM GMT (4:00 AM EDT) presentation; dial-in details are as follows:
UK: 0808 100 5150 US/International: +44 208 974 7900 Access Code (to be quoted): 'Analyst Call'
A recording of the presentation will be accessible through each of General Electric's and Amersham's web sites. An interview with Sir William Castell in video/audio and text is available on: http//www.amersham.com and on http//www.cantos.com.
General Electric's third quarter 2003 earnings presentation will be presented at 1:30 PM GMT (8:30 AM EDT) through a web-casting facility which can be accessed on General Electric's web site at www.ge.com. For persons unable to access the webcast, dial-in details are as follows:
US: +1 877 810 2615 UK/International: +1 617 786 8334 Access Code: 29085584
Enquiries:
General Electric Company
Richard Wacker (GE Investor Relations) +1 203 373 2468 Pam Wickham (GE Medical Systems) +1 262 544 3530 Louise Binns (GE Corporate Europe) +32 2 235 6912 Peter Stack (GE Corporate Financial) +1 203 373 2283
GE Investments, Inc.
Richard Wacker (GE Investor Relations) +1 203 373 2468
Goldman Sachs International
Simon Dingemans +44 20 7774 1000 Richard Butland +44 20 7774 1000
Tulchan Communications
Andrew Grant +44 20 7353 4200
JPMorgan
Bernard Taylor +44 20 7742 4000 Julian Oakley +44 20 7742 4000 Edward Banks +44 20 7742 4000
Morgan Stanley
Michael Tory +44 20 7425 5000 Johannes Groeller +44 20 7425 5000
Brunswick
Louise Charlton +44 20 7396 5373 Jon Coles +44 20 7404 5959
Financial Dynamics
David Yates +44 7788 14 4459 Jonathan Birt +44 7884 23 8952
* The foregoing statements as to financial accretion are not intended to mean that General Electric earnings or earnings per share for any period will necessarily exceed those of any prior year.
The full press release can be downloaded from the following link: