RNS No 7374r
AMERSHAM INTERNATIONAL PLC
NYCOMED ASA
1st July 1997
Part 3
APPENDIX I
Conditions and further terms of the Merger
The obligations of Amersham and Nycomed to implement the Merger
are subject to the following conditions:
(a) Amersham and its subsidiaries acquiring, either pursuant to
the Merger or otherwise, more than 90 per cent. of the total
number of Nycomed A Shares and Nycomed B Shares, including
Nycomed A Shares and Nycomed B Shares represented by American
Depository Shares, as well as more than 90 per cent. of the total
number of votes attached to the Nycomed Shares (or in each case,
such lower percentage as Amersham, with the consent of Nycomed in
the case of a percentage lower than 80 per cent., may decide);
(b) the passing at an extraordinary general meeting of the
holders of Amersham Ordinary Shares of such resolutions as are
necessary to approve, implement and effect the Merger, including
resolutions, in the form agreed with Nycomed, to alter the name
of Amersham to Nycomed Amersham plc and appoint as directors of
Amersham the persons agreed with Nycomed, in each case with
effect from the Merger becoming unconditional;
(c) the passing at a general meeting of the holders of Nycomed A
Shares of a resolution to approve the Nycomed Special Dividend;
(d) the London Stock Exchange agreeing to admit the new Nycomed
Amersham Shares to the Official List, subject to allotment; the
new Nycomed Amersham Shares being approved for listing on the
Oslo Stock Exchange and the American Depository Shares in respect
of the new Nycomed Amersham Shares being approved for listing on
the New York Stock Exchange, subject to notice of issuance;
(e) the obtaining of such tax clearances as Amersham and Nycomed
consider appropriate in connection with the Merger;
(f) the proposed merger of Amersham Life Science with Pharmacia
Biotech announced by Amersham on 10th June, 1997 being completed
in accordance with the agreements referred to in the circular to
shareholders of Amersham dated 16th June, 1997;
(g) an exemption being granted by the appropriate Norwegian
governmental authorities in respect of the restrictions set out
in the second paragraph of section 23 of the Norwegian Business
Acquisition Act 1994 No. 79 to the acquisition of the Nycomed
Shares pursuant to the Merger such that, upon the Merger becoming
unconditional, Amersham will be entitled to exercise all voting
rights as a holder of Nycomed Shares, and such exemption
remaining effective;
(h) the United States registration documents relating to the
distribution of new Nycomed Amersham Shares to Nycomed
Shareholders and to the Merger not being the subject of any stop
order or proceedings seeking a stop order;
(i) any applicable waiting period and any extension to such
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 relating to the Merger having expired or been terminated;
(j) the Office of Fair Trading in the United Kingdom indicating,
in terms satisfactory to Amersham and Nycomed, that it is not the
intention of the Secretary of State for Trade and Industry to
refer the Merger, or any matter arising therefrom, to the
Monopolies and Mergers Commission;
(k) all necessary statutory or regulatory obligations arising in
connection with the Merger or any transaction contemplated
thereby having been complied with and all authorisations, orders,
recognitions, grants, consents, clearances, confirmations,
licences, permissions and approvals from government or
governmental, supra-national, statutory or regulatory bodies
("Authorisations") which are either necessary or agreed by
Amersham and Nycomed to be desirable in any jurisdiction for or
in respect of the Merger or any transaction contemplated thereby
or the business of the Merged Group having been obtained, in
terms and in a form reasonably satisfactory to Amersham and
Nycomed, and all such Authorisations remaining effective;
provided, however, that the approval of the Merger by the
Norwegian Ministry of Industry and Trade pursuant to the
Norwegian Business Acquisition Act 1994 No. 79 shall not be a
condition of the Merger;
(l) no temporary restraining order, preliminary or permanent
injunction or other order being issued by any court of competent
jurisdiction and no pending or threatened suit, action,
investigation or proceeding by any federal, state or local
government or other court, administrative agency or commission or
other governmental or regulatory authority or agency in any
jurisdiction being instituted and no other legal restraint or
prohibition (i) preventing the Merger or any transaction
contemplated thereby becoming effective; (ii) making the Merger
or any transaction contemplated thereby illegal, void or
unenforceable; (iii) requiring the divestiture, or the closing
down, of all or any portion of the businesses, assets or
properties of any member of the Wider Amersham Group or the Wider
Nycomed Group; or (iv) otherwise adversely affecting the
business, profits or prospects of any member of the Wider
Amersham Group or any member of the Wider Nycomed Group, in each
case, to an extent which is material in the context of the
Amersham Group or the Nycomed Group, as the case may be, taken as
a whole;
(m) except to the extent disclosed in writing to Amersham by
Nycomed prior to the date of this announcement, there being no
provision of any arrangement, agreement, licence or other
instrument to which any member of the Wider Nycomed Group is a
party or by or to which any such member or any part of its
respective assets is or are bound or subject, or any circumstance
which could as a consequence of the Merger or any transaction
contemplated thereby or otherwise, result, to an extent which is
material in the context of the Nycomed Group taken as a whole, in
any such arrangement, agreement, licence or instrument being
terminated or modified or affected or any obligation or liability
arising or any action being taken or arising thereunder or in the
financial or trading position or prospects of the Nycomed Group
taken as a whole being prejudiced or adversely affected;
(n) except to the extent disclosed in writing to Nycomed by
Amersham prior to the date of this announcement, there being no
provision of any arrangement, agreement, licence or other
instrument to which any member of the Wider Amersham Group is a
party or by or to which any such member or any part of its
respective assets is or are bound or subject, or any circumstance
which could as a consequence of the Merger or any transaction
contemplated thereby or otherwise, result, to an extent which is
material in the context of the Amersham Group taken as a whole,
in any such arrangement, agreement, licence or instrument being
terminated or modified or affected or any obligation or liability
arising or any action being taken or arising thereunder or in the
financial or trading position or prospects of the Amersham Group
taken as a whole being prejudiced or adversely affected;
(o) no member of the Wider Nycomed Group having, since 31st
December, 1996 (except as publicly announced by Nycomed by the
delivery of an announcement to the Oslo, New York or London Stock
Exchanges or disclosed in writing to Amersham prior to the date
of this announcement) made any change to its share or loan
capital, merged with any body corporate or acquired or disposed
of, or transferred, mortgaged or charged or created any security
interest over, any assets or any right, title or interest in any
asset other than in the ordinary course of business, entered into
any contract, reconstruction, amalgamation, commitment or other
transaction or arrangement which is otherwise than in the
ordinary course of business or would be restrictive on the
business of any member of the Wider Nycomed Group or the Wider
Amersham Group, and which in any case is material in the context
of the Nycomed Group taken as a whole or recommended, declared,
paid or made, or proposed the recommendation, declaration, paying
or making of, any bonus, dividend, or other distribution, other
than to a wholly-owned subsidiary of Nycomed and other than the
Nycomed Special Dividend;
(p) no member of the Wider Amersham Group having, since 31st
March, 1997 (except as publicly announced by Amersham by the
delivery of an announcement to the London Stock Exchange or
disclosed in writing to Nycomed prior to the date of this
announcement) made any change to its share or loan capital,
merged with any body corporate or acquired or disposed of, or
transferred, mortgaged or charged or created any security
interest over, any assets or any right, title or interest in any
asset other than in the ordinary course of business, entered into
any contract, reconstruction, amalgamation, commitment or other
transaction or arrangement which is otherwise than in the
ordinary course of business or would be restrictive on the
business of any member of the Wider Amersham Group or the Wider
Nycomed Group, and which in any case is material in the context
of the Amersham Group taken as a whole or recommended, declared,
paid or made, or proposed the recommendation, declaration, paying
or making of, any bonus, dividend, or other distribution, other
than to a wholly owned subsidiary of Amersham and other than the
proposed final dividend of 16p (net) per share payable to
Amersham shareholders in respect of the financial year ended 31st
March, 1997;
(q) since 31st December, 1996 and (except as publicly announced
by Nycomed by the delivery of an announcement to the Oslo, New
York or London Stock Exchanges or disclosed in writing to
Amersham prior to the date of this announcement):
(i) no litigation, arbitration proceedings, prosecution or any
legal proceedings to which any member of the Wider Nycomed Group
is a party (whether as plaintiff or defendant or otherwise), in
each case which is material and adverse in the context of the
Nycomed Group taken as a whole, having been instituted or
threatened or remaining outstanding; or
(ii) there having been no adverse change or deterioration in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Nycomed Group which is
material in the context of the Nycomed Group taken as a whole;
(r) since 31st March, 1997, and (except as publicly announced by
Amersham by the delivery of an announcement to the London Stock
Exchange or disclosed in writing to Nycomed prior to the date of
this announcement):
(i) no litigation, arbitration proceedings, prosecution or any
legal proceedings to which any member of the Wider Amersham Group
is a party (whether as plaintiff or defendant or otherwise), in
each case which is material and adverse in the context of the
Amersham Group taken as a whole, having been instituted or
threatened or remaining outstanding; or
(ii) there having been no adverse change or deterioration in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Amersham Group which is
material in the context of the Amersham Group taken as a whole;
(s) Amersham not having discovered regarding the Wider Nycomed
Group, and Nycomed not having discovered regarding the Wider
Amersham Group, that:
(i) any financial, business or other information disclosed at
any time by or on behalf of any member of the relevant group is
materially misleading, contains a misrepresentation of fact which
is material in the context of the Merger or omits to state a fact
necessary to make the information contained therein not
misleading to an extent which is so material; or
(ii) any member of the relevant group is subject to any liability
(contingent or otherwise) which has not been disclosed or
reflected in the last published audited consolidated accounts of
its group and which is material in the context of the group in
respect of which the discovery is made; or
(iii) any past or present member of the relevant group has
not complied with all applicable legislation or regulations of
any jurisdiction relating to environmental matters which is
likely to give rise to any liability (whether actual or
contingent) on the part of any member of that group which is
material in the context of the group in respect of which the
discovery is made; or
(t) the Merger Agreement not having been terminated in
accordance with its terms (see Appendix II).
Amersham reserves the right to waive or vary all or any of the
above conditions, in whole or in part, except for condition (b),
provided that it will only waive or vary conditions (a), (c),
(d), (e), (g), (h), (i), (j), (k) and (l) with the consent of
Nycomed and will waive or vary conditions (f), (n), (p), (r) and
(s) (insofar as it relates to the Amersham Group or the Wider
Amersham Group) if required to do so by Nycomed.
For the purposes of condition (a), Nycomed A Shares, Nycomed B
Shares and Nycomed Shares shall include in each case any such
shares unconditionally issued on or before the date of this
document and any such shares unconditionally issued after that
date but before the time at which the offer closes or before such
earlier time as Amersham, with the consent of Nycomed, may
decide.
Further terms
(u) The Nycomed Shares which are the subject of the Merger will
be acquired fully paid and free from all liens, charges,
equitable interests, encumbrances and other interests and
together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends and
other distributions declared, made or payable after the date
of this announcement, other than the Nycomed Special
Dividend.
(v) The Merger Offer will be governed by Norwegian law.
APPENDIX II
The Merger Agreement
The principal terms of the Merger Agreement are set out below.
(a) Both parties have agreed to certain obligations in relation
to the preparation of documents and the making of filings.
Nycomed will also convene a general meeting to approve the
payment of the Nycomed Special Dividend.
(b) Various timing obligations have been agreed in relation to
the publication of documents and the timetable of the Merger.
(c) If the proposed Amersham Pharmacia Biotech Merger is not
completed in accordance with the agreements referred to in the
circular sent to Amersham shareholders dated 16th June, 1997, the
parties will renegotiate the Merger with a view to agreeing the
terms of new exchange offers on the basis of an amended exchange ratio.
(d) The parties undertake that prior to the earlier of the
unconditional date and the Merger Offer lapsing they will not
without the other's consent solicit an offer or merger proposal
by any third party; enter into any material transactions; enter
into any licensing, collaboration or other arrangements relating
to patents or other intellectual property rights; or make any
change to the basis upon which they charge for their principal
product lines.
(e) Each party will provide information to the other which they
may require in connection with the Merger Offer (subject to any
obligation of confidentiality). Each party will notify the other
if there is a material adverse change in the business or
financial condition of such party.
(f) Each party agrees to indemnify the other for any losses
resulting from untrue statements contained in the Merger Offer documents.
(g) The Merger Agreement can be terminated (i) by agreement
between the parties; (ii) by either party if the other has not
given, or has withdrawn or modified, its unqualified
recommendation of the Merger Offer; (iii) by either party if any
of the offer conditions is incapable of satisfaction; (iv) if the
Merger Offer lapses, or is withdrawn or terminated; or (v) by one
party if there is a takeover of the other party. In the case of
(v), the party which has been taken over has an obligation to pay
the other party #5 million (NOK 61 million). If the Merger
Agreement is terminated, the parties have agreed to share any
fees that become payable in respect of the new credit facilities
that have been agreed in principle in respect of the Merger.
APPENDIX III
Definitions
The definitions set out below apply throughout this document
unless the context otherwise requires:
"Amersham" or Amersham International plc, which will change
"Company" its name to Nycomed Amersham plc ("Nycomed
Amersham") following the Merger
"Amersham Group" the Company and its subsidiary undertakings
"Amersham Life the companies, businesses, assets and
Science" liabilities of the Amersham Group to be
transferred to Amersham Pharmacia Biotech by
the Amersham Group
"Amersham Ordinary ordinary shares of 25p each in Amersham
Shares"
"Amersham Amersham Pharmacia Biotech Limited, a company
Pharmacia Biotech" to be owned as to 55 per cent. by Amersham
and as to 45 per cent. by the P&U Group
following the Amersham Pharmacia Biotech Merger
"GAAP" Generally Accepted Accounting Principles
"Merged Group" Amersham (which will be renamed Nycomed
Amersham after the Merger) and its
subsidiaries following the Merger
"Merger" The proposed merger of Amersham and Nycomed
described in this document, to be effected by
means of an offer by Amersham for all the
outstanding Nycomed Shares
"Merger Agreement" the Merger Agreement dated 1st July, 1997
between Nycomed and Amersham
"Merger Offer" the offer by Amersham for Nycomed to effect
the Merger on the basis described in this announcement
"Nycomed" Nycomed ASA
"Nycomed A Shares" the Nycomed voting shares of NOK 4 each
"Nycomed B Shares" the Nycomed non-voting shares of NOK 4 each
"Nycomed Group" Nycomed and its subsidiary undertakings
"Nycomed Shares" the Nycomed A Shares and Nycomed B Shares
"Nycomed Special the special dividend of NOK 5.62 to be paid
Dividend" to all holders of Nycomed Shares by Nycomed
in accordance with the terms of the Merger
"P&U" Pharmacia & Upjohn, Inc.
"P&U Group" P&U and its subsidiary undertakings
"Pharmacia the companies, businesses, assets and
Biotech" liabilities of the P&U Group to be
transferred to Amersham Pharmacia Biotech by
the P&U Group
"Wider Amersham Amersham or any of its subsidiaries or
Group" subsidiary undertakings or associated
companies (including any joint venture,
partnership or firm) or any company in which
any of the foregoing has a substantial
interest and, assuming completion of the
Amersham Pharmacia Biotech Merger, shall
include the companies, businesses or
investments comprising Pharmacia Biotech
"Wider Nycomed Nycomed or any of its subsidiaries or
Group" subsidiary undertakings or associated
companies (including any joint venture,
partnership or firm) or any company in which
any of the foregoing has a substantial interest
APPENDIX IV
Information on Nycomed
Business description
Nycomed, headquartered in Oslo, Norway, is an international
leader in the provision of diagnostic imaging agents and holds a
significant position in the European pharmaceutical industry.
The Nycomed Group is engaged in the research and development,
production, distribution and licensing of medical imaging
contrast media and in the development, manufacturing and
distribution of a range of prescription and over-the-counter
therapeutics and consumer health products. Contrast media
enhance the effectiveness of medical imaging techniques in
viewing and analysing soft tissues of the human body. The
Nycomed Group's principal product is currently the Omnipaque
product, which is a non-ionic x-ray contrast medium. For the
year ended 31st December, 1996 the Nycomed Group's operating
revenues were NOK 7,738 million (#768 million) and its operating
profits were NOK 535 million (#53.1 million), after charging NOK
800 million (#79.3 million) of restructuring costs. In 1996,
approximately 90 per cent. of the Nycomed Group's pro forma
operating revenues were derived from sales to customers outside
Norway.
The Nycomed Group is organised into two principal operating
units: Nycomed Imaging, for the Nycomed Group's medical imaging
contrast media operations, and Nycomed Pharma for the Nycomed
Group's therapeutics operations.
In medical imaging, Nycomed Imaging develops, produces and
markets a number of contrast media products world-wide (x-ray,
magnetic resonance imaging and an ultrasound offering under
development), all used to diagnose disease states in soft tissues
of the human body by hospitals and other healthcare providers and
research laboratories. Nycomed has leading positions in the x-
ray contrast media and magnetic resonance imaging markets.
Nycomed Imaging's principal geographical market areas are North
America, Europe and Japan and, partly through acquisitions,
Nycomed has expanded its distribution capabilities to market more
effectively its contrast media products in Europe, North, Central
and South America and Asia.
Nycomed Pharma develops, produces and markets drugs as well as in
vitro diagnostics, medical equipment and consumer health
products. Nycomed Pharma is one of the leading pharmaceutical
companies in the Nordic countries and a significant player in the
generic drugs markets in Europe and the former Soviet Union.
Nycomed Pharma has production units in Norway, Denmark, Austria,
Belgium and Estonia. The sales and distribution organisation
covers much of Europe, including Eastern Europe and the former
Soviet Union and China. Nycomed Pharma also has considerable
export activities with Japan as the largest market.
Financial information
The following financial information in respect of the years ended
31st December, 1994, 1995 and 1996 is extracted from Nycomed's
Annual Report for the year ended 31st December, 1996. All
information is presented on the basis of Nycomed's existing
accounting policies.
Effective as of 1st January, 1996, Nycomed's imaging agent and
pharmaceutical activities were demerged from the energy
operations of Hafslund Nycomed. The figures below for the years
ended 31st December, 1994 and 1995 are pro forma consolidated
figures reflecting the basis of allocation under the demerger
plan.
Consolidated Profit and Loss Accounts
Years Ended 31st December,
(Norwegian kroner 1996 1995 1994
in millions)
Sales and revenues 7,395 8,041 5,828
Royalties 343 347 666
Operating revenues 7,738 8,388 6,494
Raw materials, goods 1,565 1,599 1,445
and services
Change in inventory (143) (111) (58)
own production
Wages, salaries and 2,104 2,078 1,644
social benefits
Other operating 2,126 2,186 1,608
expenses
Depreciation and 751 722 550
amortisation()
Restructuring costs 800 - -
Operating expenses 7,203 6,474 5,189
Operating profit 535 1,914 1,305
Financial income 611 1,206 712
Financial expenses 781 1,434 931
Net financial income (170) (228) (219)
(expense)
Minority interest 0 2 0
Income before taxes 365 1,688 1,086
Taxes (261) (573) (347)
Net income 104 1,115 739
Earnings per share, 1.02 11.24 7.55
NOK
Dividends per share, 3.00 4.00 3.52
NOK
Consolidated Balance Sheets
As at 31st As at 31st
December, December,
(Norwegian kroner in million) 1996 1995
Cash and cash equivalents 497 578
Marketable securities 1,093 796
Accounts receivable 1,111 1,187
Other short-term 359 1,056
receivables
Inventories 1,534 1,529
Total current assets 4,594 5,146
Long-term investments 143 137
Long-term receivables 198 261
Deferred tax assets 83 101
Total long-term receivables 424 499
and
investments
Fixed assets, net 3,186 3,240
Intangible assets, net 4,402 4,886
Total fixed and intangible 7,588 8,126
assets
Total assets 12,606 13,771
Accounts payable 505 612
Short-term debt 167 711
Accrued taxes 199 351
Other current liabilities 1,681 1,777
Total current liabilities 2,552 3,451
Deferred tax liabilities 274 388
Long-term debt 2,972 3,086
Other long-term liabilities 501 476
Total long-term liabilities 3,747 3,950
Minority interests 3 5
Share capital 410 402
Other equity 5,894 5,963
Total shareholders' equity 6,304 6,365
Total liabilities and 12,606 13,771
shareholders' equity
APPENDIX V
Information on Amersham
Business description
Amersham, headquartered in Buckinghamshire, UK, is engaged
principally in the development, manufacture and sale of
specialised products for life science research, and for the
diagnosis and treatment of disease.
Amersham currently has two main businesses, healthcare and life
science, and a small industrial business:
Amersham Healthcare is a leading supplier to the nuclear medicine
community of a range of diagnostic and therapeutic
radiopharmaceuticals. These products involve the diagnosis of
heart and brain disease, principally through the production of
imaging agents, and diagnosis and treatment of cancer,
principally through the production of imaging agents and sealed
sources for irradiation of cancer cells by beam or implant
radiotherapy. This specialised sector of in-vivo imaging is
assuming growing importance as increasingly sophisticated
products and improved operational infrastructures broaden the
availability and potential of this technology. As well as
dedicated research and a global development capability, Amersham
is the only company worldwide to possess essential commercial and
nuclear manufacturing facilities in all three major geographic
markets. This is a point of critical competitive advantage in an
industry where global pharmaceutical development is required and
where short half-life radio-isotopes need to be manufactured and
distributed rapidly to customers in major hospitals. Amersham
Healthcare had sales and profit before interest and tax of #214.9
million (NOK 2.2 billion) and #34.9 million (NOK 360 million)
respectively in the financial year ended 31st March, 1997.
Amersham Life Science supports research activities on genetic
analysis, protein studies, cell biology and drug discovery
providing more than 2,000 specialised products for use in
scientific and medical research worldwide investigating the
fundamental processes of living cells. Products are developed in
collaboration with researchers from universities, research
institutes and pharmaceutical companies world-wide. In the
financial year ended 31st March, 1997, the Life Science division
had sales and profit before interest and tax of #163.9 million,
(NOK 1.7 billion) and #37.4 million (NOK 386 million)
respectively. Following the Amersham Pharmacia Biotech Merger,
the combined life science business, will be, based on historic
turnover, the largest research-based biotechnology supplier in
the world. Amersham will own 55 per cent. of the issued share
capital of Amersham Pharmacia Biotech.
Amersham's smaller Industrial Quality & Safety Assurance division
provides specialised sealed radioactive sources and services, for
a range of industrial applications, including non-destructive
testing, process control and analytical services, and smoke
detection. In the year ended 31st March, 1997 the Industrial
Quality & Safety Assurance Division had sales and profit before
interest and tax of #38.1 million (NOK 393.3 million) and #3.9
million (NOK 40.3 million) respectively.
Financial information
The following summary financial information has been extracted
from Amersham's annual reports for the two financial years ended
31st March, 1997. The financial information in this Appendix
does not constitute statutory accounts within the meaning of
section 240 of the Companies Act 1985 (the "Act"). The statutory
accounts of Amersham for each of the two years ended 31st March,
1997 have been delivered to the Registrar of Companies. The
auditors have made reports under section 235 of the Act in
respect of each of those statutory accounts and each such report
was an unqualified report and did not contain a statement under
section 237 (2) or (3) of the Act.
Consolidated Income Statements
Years Ended 31st March,
(Pounds sterling in 1997 1996 1995
millions)
Sales, including share of 426.4 351.4 333.6
joint venture sales
Less share of joint venture (52.5) - -
sales
Turnover 373.9 351.4 333.6
Trading profit 75.7 72.1 64.3
Research and development (23.5) (21.9) (20.6)
Income from interests in 14.2 0.8 0.6
associated undertakings
Operating profit 66.4 51.0 44.3
Profit on sale of operation - - 4.0
and investment
Investment income - 1.2 -
Profit on ordinary 66.4 52.2 48.3
activities before interest
Net interest (0.6) (1.4) (1.0)
Profit on ordinary 65.8 50.8 47.3
activities before taxation
Tax on profit on ordinary (26.7) (18.1) (16.6)
activities
Profit on ordinary 39.1 32.7 30.7
activities after taxation
Profit attributable to (1.6) (1.7) (1.5)
equity minority interests
Profit attributable to 37.5 31.0 29.2
shareholders
Dividends paid and proposed (13.0) (10.6) (9.8)
Retained profit for the 24.5 20.4 19.4
year
Earnings per ordinary share 63.8p 53.2p 50.6p
Dividends per ordinary 22.0p 18.0p 17.0p
share (net)
Consolidated Balance Sheets
As at 31st March,
(Pounds sterling in millions) 1997 1996 1995
Fixed assets
Intangible assets 1.3 1.6 2.0
Tangible assets 120.9 125.7 121.7
Investments 34.5 59.4 66.2
156.7 186.7 189.9
Current assets
Stocks 41.3 36.0 31.8
Debtors 100.5 102.3 93.9
Short term deposits and 16.8 34.0 41.7
interest earning investments
Cash at bank and in hand 9.5 10.1 11.4
168.1 182.4 178.8
Creditors - amounts falling due
within one year
Loans (16.4) (47.1) (31.8)
Other creditors (83.5) (68.6) (73.3)
(99.9) (115.7) (105.1)
Net current assets/liabilities 68.2 66.7 73.7
Total assets less current 224.9 253.4 263.6
liabilities
Creditors - amounts falling due
after more than one year
Loans (73.6) (36.8) (64.6)
Other creditors (3.7) (3.4) (0.7)
(77.3) (40.2) (65.3)
Provisions for liabilities and (38.3) (42.5) (41.9)
charges
Accruals and deferred income
Investment grants (4.8) (5.2) (5.5)
Total net assets 104.5 165.5 150.9
Capital and reserves
Called up share capital 14.8 14.6 14.5
Share premium account 12.2 9.7 8.0
Other reserves 6.4 6.4 6.6
Profit and loss account 69.3 130.4 117.0
Equity shareholders' funds 102.7 161.1 146.1
Equity minority interest 1.8 4.4 4.8
104.5 165.5 150.9
APPENDIX VI
Financial information on Pharmacia Biotech
The financial information in this Appendix has been extracted
from the accountants report in the circular to Amersham
shareholders dated 16th June, 1997, in connection with the
Amersham Pharmacia Biotech Merger.
Income Statements
Years Ended 31st December,
(Swedish krona in 1996 1995 1994
millions)
Operating revenues 2,820 2,910 2,818
Operating expenses (2,432) (2,446) (2,286)
Other income and expenses 24 31 71
Depreciation and (167) (170) (153)
amortisation
Operating income before
restructuring expenses 245 325 450
Restructuring expenses (98) (8) -
Operating income 147 317 450
Interest and financial (63) (80) (71)
items
Income before group 84 237 379
contribution and taxes
Group contribution 48 3 (165)
Income before taxes 132 240 214
Taxes (42) (82) (54)
Net income for the year 90 158 160
Balance Sheets
As at 31st December,
(Swedish krona in 1996 1995 1994
millions)
Assets
Current assets
Cash and cash 145 124 101
equivalents
Accounts receivable 695 793 747
Trading balances due
from other 21 23 30
Pharmacia/P&U
businesses
Other current 143 105 118
receivables
Inventories 570 504 459
Total current assets 1,574 1,549 1,455
Fixed assets
Investments 13 11 9
Long term receivables 21 18 22
Patents and trademarks 4 6 5
Other intangible assets 13 20 6
Goodwill 55 64 21
Tangible assets 988 976 940
Total fixed assets 1,094 1,095 1,003
Total assets 2,668 2,644 2,458
Liabilities and
shareholders' equity
Current liabilities
Accounts payable 195 151 177
Trading balances due to
other 57 98 70
Pharmacia/P&U
businesses
Short term borrowings 721 611 514
Non-trading balances due
to other 326 163 191
Pharmacia/P&U
businesses
Tax payable 27 61 42
Other liabilities 409 364 319
Total current 1,735 1,448 1,313
liabilities
Long term liabilities
Pension liabilities 291 249 228
Long term loans 10 11 -
Bond loans 75 73 60
Other long term 12 5 7
liabilities
Deferred tax 39 34 38
Total long term 427 372 333
liabilities
Amount due to Parent 31 404 417
Shareholders' equity 475 420 395
Total liabilities and 2,668 2,644 2,458
shareholders' equity
APPENDIX VII
Amersham and Pharmacia Biotech
Abbreviated illustrative pro forma financial information
Amersham
as enlarged
by
(Pounds sterling in Pharmacia Adjustments Pharmacia
millions) Amersham Biotech Biotech
Sales* 426 269 695
Research and 27 27 54
development*
Operating profit 66 24 90
(including
associates)
Net interest - (6) 2 (4)
Profit before tax 66 18 2 86
Net debt 64 57 (19) 102
Net assets 105 33 47 185
Gearing 61% 173% 55%
*including share of Nihon Medi + Physics
Basis of preparation:
1. All figures are shown under UK GAAP.
2. Amersham figures are extracted from the audited financial
statements for the year ended 31st March, 1997.
3. Pharmacia Biotech figures for the year ended 31st December,
1996 are extracted from the circular to Amersham
shareholders dated 16th June, 1997. Operating profit and
profit before tax are shown before #9 million of
restructuring costs.
4. Net debt has been adjusted to eliminate #19 million of net
debt retained by P&U. The reduction is assumed to have
occurred at the beginning of the pro forma accounting period
and net interest has been adjusted accordingly.
5. Net assets have been increased by #47 million reflecting the
reduction in net debt described in paragraph 4 above and the
retention by the P&U Group of non-trading net liabilities.
6. No account has been taken of transaction costs and fair
value adjustments.
Nycomed Amersham
Abbreviated illustrative pro forma financial information
Amersham Amersham
as as
enlarged enlarged
by by
Pharmacia Nycomed Adjustments Pharmacia
(Pounds sterling Biotech
in millions) Biotech and
Nycomed
Sales* 695 768 1463
Research and 54 89 143
development*
Operating profit 90 154 244
(including
associates)
Net interest (4) (16) (10) (30)
Profit before tax 86 138 (10) 214
Net debt 102 142 137 381
Net assets 185 247 (137) 295
Gearing 55% 57% 129%
*including share of Nihon Medi + Physics
Basis of preparation:
1. All figures are shown under UK GAAP.
2. Nycomed figures are derived from the audited financial
statements for the year ended 31st December, 1996 adjusted
to UK GAAP. Operating profit and profit before tax are
shown before #79 million of restructuring costs.
3. Net debt and net assets have been adjusted by #47 million to
reflect the Nycomed Special Dividend and by an assumed #90
million for the funding of the purchase of 10 per cent. of
Nycomed's share capital for cash. For the purposes of
determining net interest, these transactions are assumed to
have occurred at the beginning of the pro forma accounting
period.
4. No account has been taken of transaction costs and fair
value adjustments.
END