BUCKINGHAMSHIRE, U.K., April 6, 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")Amersham and GE are pleased to announce that, at the first of the two Court hearings to be held this week, the High Court sanctioned the Scheme. The Scheme still remains conditional upon the confirmation by the High Court of the reduction of capital which forms part of the Scheme. It is expected that the Scheme will become effective on 8 April 2004.
Assuming that, as expected, the Scheme does become effective on 8 April 2004, the Exchange Ratio that will be used to calculate the number of New GE Shares to which holders of Amersham Securities will be entitled is 0.4833 and the ADS Exchange Ratio is 2.4165. The Exchange Ratio has been calculated by dividing 8.00 Pounds by the Final Sterling GE Price (as set out below) and the ADS Exchange Ratio has been calculated by multiplying the Exchange Ratio by five.
Trading in Amersham Shares on the London Stock Exchange and Amersham ADSs on the NYSE will be suspended from close of business today and the suspension of trading of entitlements to Amersham Shares on the Oslo Boers will continue. It is expected that the listing of Amersham Securities on the London, New York and Oslo stock exchanges will, in each case, be cancelled on the trading day on each such exchange immediately following the Scheme becoming effective.
Terms used in this announcement shall have the same meanings as set out in the Scheme document dated 17 February 2004.
Date Share Price 3:00 PM Bank Share Price
(in $) of England Fix (in Pounds)
($/Pound)
23 March 29.3967 1.8447 15.9358
24 March 29.0271 1.8337 15.8298
25 March 29.4142 1.8080 16.2689
26 March 30.3624 1.8194 16.6881
29 March 30.6397 1.8225 16.8119
30 March 30.5056 1.8265 16.7017
31 March 30.5212 1.8345 16.6373
1 April 30.5436 1.8585 16.4345
2 April 30.9967 1.8285 16.9520
5 April 31.3130 1.8157 17.2457
10 day Weighted Average GE Share Price
(in Pounds) 16.5506
Enquiries:
Amersham
Alexandra Morris (Investor Relations) +44 1494 542 051 Dr Lynne Gailey (Media Relations) +44 1494 542 050 Dr Graeme Holland (Media Relations) +44 1494 542 115 Lucy Morrison (US Investor Relations) +1 732 457 8092
J.P. Morgan plc
Edward Banks +44 20 7742 4000
Morgan Stanley & Co. Limited
Johannes Groeller +44 20 7425 5000
GE
Bill Cary (GE Investor Relations) +1 203 373 2468 Pam Wickham (GE Healthcare) +1 262 544 3530 Louise Binns (GE Corporate Europe) +32 2 235 6912 Peter Stack (GE Corporate Financial) +1 203 373 2283
Goldman Sachs International
Richard Butland +44 20 7774 1000
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.