BUCKINGHAMSHIRE, U.K., Feb. 17, 2004 (PRIMEZONE) -- Recommended share exchange acquisition of Amersham plc ("Amersham") by General Electric Company and GE Investments, Inc. (together "GE") by means of a scheme of arrangement (the "Scheme") under section 425 of the Companies Act 1985 (the "Acquisition")GE and Amersham announce that the documentation for the Scheme (the "Scheme Document") in relation to the Acquisition will be posted to Amersham Shareholders today.
As set out in the Scheme Document, two shareholder meetings (the Court Meeting and the Extraordinary General Meeting) will be held to allow Amersham Shareholders to vote on the proposed resolutions required to approve the Acquisition on 17 March 2004 at The Savoy Hotel, River Entrance, Savoy Place, London, WC2R 0EU, England from 10.30 a.m. GMT.
The key dates in the expected timetable for the Acquisition are:
Latest time for receipt of VPS Voting 3 p.m. (Oslo Time)
Instruction Cards 10 March 2004
Latest time for receipt of ADS Voting 10 a.m. EST
Instruction Cards 10 March 2004
Latest time for receipt of Forms of Proxy 10:30 a.m. (GMT)
for Court Meeting 15 March 2004
Latest time for receipt of Forms of Proxy 10:40 a.m. (GMT)
for Amersham EGM and Forms of Election 15 March 2004
Shareholder meetings (Court Meeting and from 10.30 a.m. (GMT)
Amersham EGM) 17 March 2004
10 day trading period upon which the 23 March - 5 April
Exchange Ratio will be calculated(1)(2) 2004
Ex dividend date for the proposed Amersham 31 March 2004
dividend(1)
Record date for proposed Amersham 2 April 2004
Dividend(1)
Last day for dealings in Amersham Shares 6 April 2004
and Amersham ADSs(1)(3)
Completion and announcement of the 8 April 2004
Exchange Ratio(1)
Payment of the proposed Amersham 28 May 2004
Dividend(1)
1. These dates are indicative only and will depend, amongst other things, on the dates upon which the Court sanctions the Scheme and/or confirms the reduction of capital.
2. The Exchange Ratio at Posting is 0.4483 New GE Shares based on a Sterling GE Price at Posting of Pounds 17.84.
3. Dealings in Amersham Shares after the third business day prior to the date of the Initial Court Hearing (which is expected to be 31 March 2004) will not, in accordance with normal settlement procedures, be registered prior to the Scheme Record Time.
Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the conditions to the Acquisition as set out in the Scheme Document, including, inter alia, the approval of Amersham Shareholders and the sanction of the Scheme by the High Court.
Terms used in this announcement shall have the same meanings as set out in the Scheme Document.
Goldman Sachs International is acting exclusively for GE and no one else in connection with the Acquisition and will not be responsible to anyone other than GE for providing the protections afforded to customers of Goldman Sachs International nor for providing advice in relation to the Acquisition, or any matter referred to herein.
J.P. Morgan plc is acting exclusively for Amersham as joint financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Amersham for providing the protections afforded to customers of J.P. Morgan plc nor for providing advice in relation to the Acquisition, or any matter referred to herein.
Morgan Stanley & Co. Limited is acting exclusively for Amersham as joint financial adviser and for no one else in connection with the Acquisition and will not regard any other person as a client in relation to the Acquisition and will not be responsible to anyone other than Amersham for providing the protections afforded to clients of Morgan Stanley & Co Limited nor for providing advice in relation to the Acquisition, or any matter referred to herein.