Amersham Intnl PLC - Merger with Nycomed ASA Pt.1
July 01 1997 - 3:31AM
UK Regulatory
RNS No 7370m
AMERSHAM INTERNATIONAL PLC
NYCOMED ASA
1st July 1997
PART 1
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN OR INTO CANADA,
AUSTRALIA OR JAPAN
NYCOMED AMERSHAM
Nycomed and Amersham to merge
* The Boards of Nycomed ASA ("Nycomed") and Amersham
International plc ("Amersham") have reached agreement on the
terms of a full merger of the two companies (the "Merger").
The Merged Group will be called Nycomed Amersham plc ("Nycomed
Amersham").
* The Merger will create a global group with world leadership
positions in in-vivo diagnostic imaging agents and research-
based biotechnology supply.
* Nycomed Amersham has combined pro forma revenues and operating
profits before restructuring charges of #1.5 billion (NOK 14.8
billion) and #244 million (NOK 2.5 billion) respectively, based
on historic results of Nycomed and Amersham and taking into
account the Amersham Pharmacia Biotech Merger.
* The combined market capitalisations of Nycomed and Amersham
amounted to #1.8 billion (NOK 21.8 billion) at the close of
business on 27th June, 1997.
Merger benefits
* The Boards of Nycomed and Amersham believe that Nycomed
Amersham will be the world's leading provider of in-vivo
diagnostic imaging agents, with combined worldwide imaging
agent sales of over #670 million (NOK 6.8 billion).
* Nycomed and Amersham's complementary imaging agent portfolios
and geographic fit will enable deeper penetration of diagnostic
imaging agent markets worldwide enabling significant revenue
synergies to be achieved.
* Nycomed's ultrasound agent, NC100100, which is targeted for
submission to the FDA in 1998, is expected to enable Nycomed
Amersham to win a significant share in the medium term of the
emerging ultrasound market, which the Boards of Nycomed and
Amersham believe could be worth #1 billion by 2005.
* Nycomed and Amersham's respective R&D strengths in chemistry
and the biosciences will improve the ability of Nycomed
Amersham to anticipate and develop the sophisticated functional
diagnostic imaging agents that will be required for medical
practice into the next century.
* The integration of Nycomed and Amersham is expected to yield
annual pre-tax cost savings of at least #40 million (NOK 485
million) within the three financial years following completion
of the Merger.
Merger terms
* The Merger will be effected by means of a share for share
exchange offer (the "Merger Offer") by Amersham for Nycomed.
* Nycomed shareholders will be offered new shares in Amersham
representing, in aggregate, 53 per cent. of the enlarged issued
share capital of Nycomed Amersham.
* Amersham shareholders will own 47 per cent. of Nycomed
Amersham's enlarged issued share capital, assuming acceptance
of the Merger Offer in full.
* All Nycomed shareholders will receive a special dividend of NOK
5.62 (46p) in respect of each Nycomed share. Payment of this
dividend will be subject to Nycomed shareholder approval.
* The Merger Offer is being made available to all Nycomed
shareholders and will be registered with the SEC in the United
States.
* Nycomed Amersham will be listed in London and intends to make
an application to list the shares on the Oslo, New York and
Copenhagen Stock Exchanges.
Board and management
* The Chairman of Nycomed Amersham will be Johan Fredrik Odfjell,
the Deputy Chairman will be Richard Lapthorne, the Chief
Executive Officer will be Bill Castell and the Deputy Chief
Executive Officer will be Svein Aaser. Andrew Allner will be
Nycomed Amersham's Finance Director and Trond Berger will be
Nycomed Amersham's Corporate Development Director.
* The Board of Directors will comprise fourteen members, with six
Executive and eight Non-executive Directors all drawn equally
from Amersham and Nycomed. In addition, Nycomed, consistent
with Norwegian practice, and Amersham will each be entitled to
nominate one employee representative director to the Board.
Other matters
* The Merger is conditional, inter alia, on completion of the
Amersham Pharmacia Biotech Merger announced on 10th June, 1997,
approval by Amersham and Nycomed shareholders and various
regulatory clearances.
* Documentation in connection with the Merger is expected to be
posted to Nycomed and Amersham shareholders at the beginning of
September 1997.
* Nycomed Amersham will have a calendar financial year end and
its first results will be in respect of the nine months to 31st
December, 1997. Nycomed Amersham's accounts will be prepared
under UK GAAP in sterling and Norwegian kroner, with US GAAP
reconciliations.
* Nycomed has been advised by Goldman Sachs and Sundal Collier.
Amersham has been advised by Morgan Stanley and Deutsche Morgan
Grenfell. Brokers to Amersham are Hoare Govett.
* Deutsche Bank AG London and Citibank, N.A. have agreed in
principle to provide fully underwritten credit facilities in
connection with the Merger and the Amersham Pharmacia Biotech
Merger.
Commenting on the Merger, Johan Fredrik Odfjell, Chairman of
Nycomed and Chairman-designate of Nycomed Amersham, said:
"Over the past two years Nycomed has been developing its
strategies for taking the company into the next century. Faced
with a decline in the x-ray contrast media market, we have
launched a major cost-reduction exercise, Focus 98, which is
successfully on plan. At the same time we have made good
progress with new imaging agents and in particular our new
ultrasound agent. The Nycomed Amersham merger achieves for us
the second part of our strategy by strengthening our global
distribution and the technology base of our company, as well as
gaining for us the No. 1 position in the in-vivo imaging market."
He added:
"Cross-border mergers are never easy, and Richard Lapthorne and I
intend working closely together to provide the necessary support
for Bill Castell and his team in this task. I am pleased that
Richard has accepted a fuller role than would normally be the
case for a Deputy Chairman. We believe that combining our forces
in this way will help the company deliver greater value to our
shareholders and a sound and exciting future for our employees
around the world."
Richard Lapthorne, Chairman of Amersham and Deputy Chairman-
designate of Nycomed Amersham, said:
"The recently announced transaction to form Amersham Pharmacia
Biotech positioned Amersham's Life Science business into a new
company which will be a world leader in its field. The merger of
Nycomed and Amersham achieves the same positioning objective for
Amersham's Healthcare business."
He continued:
"The industrial fit between Nycomed and Amersham is truly
exceptional, with genuine complementary synergies in products,
geographic profiles, technology and research and development
strengths. We also have a good fit in people and culture which,
together with the industrial fit, will enable the merged group to
develop further its leadership positions in its principal
markets."
This summary should be read in the context of the full text of
this announcement.
Enquiries:
Nycomed Svein Aaser 00 47 23 18 50 50
Eric Cameron 00 47 23 18 50 50
Trond Berger 00 47 23 18 50 50
Goldman Sachs Richard Campbell- 0171 774 1000
Breeden 0171 774 1000
Berent Wallendahl
Sundal Collier Jan Petter Collier 00 47 22 01 6000
Are Andersen 00 47 22 01 6000
Finsbury Rupert Younger 0171 251 3801
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Amersham Bill Castell 01494 544 000
Andrew Allner 01494 544 000
Giles Kerr 01494 544 000
Morgan Stanley Michael Tory 0171 425 5555
Mark Perrett 0171 425 5555
Deutsche Morgan Mark Preston 0171 545 8000
Grenfell Philip Mastriforte 0171 545 8000
Brunswick Alan Parker 0171 404 5959
Conference notes
The following meetings for investors, stockbrokers' analysts and
the press are being held today:
London
10.00 a.m. Analysts presentation
11.45 a.m. Press conference
Location: The Sugar Rooms, The Brewery, Chiswell
Street, London EC1
Oslo
09.30 a.m. Press conference
11.00 a.m. Analysts conference
Location: Nycoveien 2, Oslo
The following foreign exchange rates have been used in this
document:
(a) #1 : NOK 10.082 and #1 : NOK 10.926, respectively the
average and year end rates for the year to 31st December,
1996, to translate respectively Nycomed profit and loss
information and Nycomed balance sheet information into
sterling;
(b) #1 : SEK 10.474 and #1 : SEK 11.685, respectively the
average and year end rates for the year to 31st December,
1996, to translate respectively Pharmacia Biotech profit and
loss information and Pharmacia Biotech balance sheet
information into sterling;
(c) #1 : NOK 10.324 and #1 : NOK 10.834, respectively the
average and year end rates for the year to 31st March, 1997,
to translate respectively:
(i) Amersham profit and loss information and balance sheet
information into Norwegian kroner;
(ii) Amersham Pharmacia Biotech pro forma profit and loss
information and balance sheet information into
Norwegian kroner;
(d) the same rates as in (a) to translate Nycomed Amersham pro
forma profit and loss information and balance sheet
information into Norwegian kroner;
(e) #1 : NOK 12.129, the rate prevailing on 27th June, 1997,
being the last practicable date prior to the date of this
announcement, for all other information.
The contents of this announcement have been approved by Morgan
Stanley and Deutsche Morgan Grenfell solely for the purposes of
Section 57 of the Financial Services Act 1986.
No offer or invitation to acquire securities in Amersham is being
made now nor are offers being solicited. Any such offer or
invitation will only be made in an offer document to be published
in due course and any such acquisitions should be made solely on
the basis of information contained in such offer document.
Goldman Sachs International ("Goldman Sachs"), which is regulated
in the United Kingdom by The Securities and Futures Authority
Limited, and Sundal Collier & Co. a.s ("Sundal Collier") are
acting for Nycomed and no one else in connection with the Merger
and will not be responsible to anyone other than Nycomed for
providing the protections afforded to customers of Goldman Sachs
and Sundal Collier respectively, nor for providing advice in
relation to the Merger.
Morgan Stanley & Co. Limited ("Morgan Stanley") and Morgan
Grenfell & Co. Limited ("Deutsche Morgan Grenfell"), which are
both regulated in the United Kingdom by The Securities and
Futures Authority Limited, are acting for Amersham and no one
else in connection with the Merger and will not be responsible to
anyone other than Amersham for providing the protections afforded
to customers of Morgan Stanley and Deutsche Morgan Grenfell
respectively, nor for providing advice in relation to the Merger.
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