Filed by General Electric Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Amersham plc
Commission File No.: 1-14710
Joint presentation made by Amersham plc and General Electric Company in London on October 10, 2003 at 9:00 GMT. The following presentation contains forward looking statements as discussed more fully below.
Amersham plc
Sir William Castell
Transformed by molecular medicine
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
Nihon Medi-Physics
55%
Pharmacia
Biotech
Nycomed
Molecular
Dynamics
Pharmacia buy-out
Total
Shareholder
Returns
Medi-Physics
USB
CAGR 19%
Source: Bloomberg
Amersham: what we have built
Leadership
Medical Diagnostics
Protein Separations
Global brands
Diversity of origin
and strength of culture
Norway
Japan
US Sweden
UK
Penetration of key
markets and customers
USA Japan China Europe
Academia
Research centres
Pharma
Biotechnology,
Hospitals, Clinics
Innovative capability
Myoview Protein characterisation/purification
Visipaque Chromatography
Strong pipeline Nucleic acid
PET IN Cell Analyzer
Profit
1989 £25m
2002 £310m
CAGR
21%
Scientific
collaborations
Pfizer
IMANET
Human Genome /Proteome
Sloan Kettering
A new chapter in medicine
Breadth of competencies
To enable personalised medicine
Diagnosing inherited genetic disorder
Early detection of disease onset
Predicting outcome of treatment options
Monitor and track disease progression and response to treatment
Reduce side effects
Engaging our partners/customers to develop and manufacture more
effective
and cost efficient therapies
A new beginning: Amersham GEMS
Predict
Find
Profile
Treat
Track
Amersham
Technologies
and Culture
GEMS
Technologies,
Distribution
and Brand
A New Chapter
in Medicine
=
and value for Amersham shareholders
Amersham and GEMS
Genetic predisposition
Predictive diagnostics
More effective medicines
Monitoring disease progression
Together we will accelerate realisation of ...
Complementary capabilities
Accelerating the vision of enabling personalised medicine
Amersham
Molecular
imaging
Cellular
analysis
Genomics
Functional
biology
Proteomics
Applying
innovation
Protein
Purification
GEMS
Physics
Electrical
engineering
Service
capability
Global
brand
IT/Software
development
Imaging
expertise
Both Creating Value for:
Customers
Patients
Healthcare providers
Employees
Partners
Owners
October 2003
Creating GE Healthcare Technologies
Recommended Acquisition of Amersham
This presentation contains "forward-looking
statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by
words such as "expects", "anticipates","intends", "plans", "believes", "seeks", "estimates",
"will" or words of similar meaning and include, but are not limited to, statements about the
expected future business and financial performance of GE resulting from and following the
Acquisition. These statements are based on
management's current expectations and are
inherently subject to uncertainties and changes in circumstances. Among the factors that
could cause actual results to differ materially from those described in the forward-looking
statements are factors relating to satisfaction of the Pre-Conditions and the Conditions, GEs
ability to successfully combine the businesses of GE Medical Systems and Amersham and to
realize expected operating synergies from the
Acquisition, and changes in global, political,
economic, business, competitive, market and regulatory forces. More detailed information
about certain of these factors is contained in GEs and Amershams filings with the
SEC.
Neither GE nor Amersham undertakes any obligation to update the forward-looking
statements to reflect actual results, or any change in events, conditions, assumptions or
other factors.
Transaction Structure
Key offer terms
800p in GE stock - £5.7bn diluted
45% premium to 552p
Recommended by Amersham Board
Collar providing 21.6% downside protection
Potential upside to 808p
Acquisition to be launched following regulatory clearance
Regulatory clearance
Expected 1H2004
GE Medical Systems and
Amersham
Creating GE Healthcare Technologies
$13 Billion
High Tech,
High Growth,
High Margin
Business
Positions GE for a New Chapter in Diagnostic Medicine
Imaging + Diagnostic Pharma + Clinical IT + Biosciences
Creates a Group of Technology & Service-Driven Healthcare
Businesses With Combined 03 Pro-forma Revenue of
$13B
Accelerates the Development of Molecular Imaging & Personalized Medicine
Technologies Enabling Customers to Treat & Monitor Disease at Each Phase
Expands the Addressable Customer Base Providing New Distribution Channels
Performs Financially for Investors Accretive by Year 2
~$500MM of Potential Annual Margin Benefits from Synergies by Year 3
Enhances GE Financial Flexibility
Makes GE Stronger
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.
GEMS Today - Growth Engine in Imaging, Services & IT
Key GE Growth Business
~$10B 03 Revenue
~18% Op Profit Margin
(LTM 9/30/03)
Diagnostic
Imaging
Anatomical Imaging
Technology Innovation
Clinical Productivity
Globalization
Molecular Imaging
Sales 03E: $5.6B
CAGR:~10%
Services
Hospital Productivity
Partnership
Whole Hospital
Performance ROI
Maintenance
Sales 03E: $2.7B
CAGR: ~10%
Information
Technology
PACS
Clinical IT Systems
Physician Workflow
Paperless, Filmless,
Wireless
Sales 03E: $2.0B
CAGR:~30%
CAGR = 2000 to 2003
Dramatic
Increase in
Imaging
Information
Need for
Provider Quality
& Productivity
Emergence of
Molecular &
Personalized
Medicine
Trends
GEMS
Today
E = This forward looking statement relating to the financial performance of GE has
not been prepared or verified to the standards
required by the UK City Code on Takeovers and Mergers, including its requirements for reports by auditors and financial advisers.
$2.1
~$2.7
2000
2003E
Protein Separations: Reagents and
Purification Systems For Bio-
pharmaceuticals
Discovery Systems: Tools /Reagents
Used in Drug Discovery & Devt
Sales 03E: $1.6B CAGR: 12%
Sales 03E: $1.1B CAGR: 8%
Amersham
Products & Technologies For Disease Diagnosis and Molecular Medicine
Vision for Personalized Medicine
OP% 17% 18%
Financial Summary
Industry Size: ~$20B
Industry Growth: 5 -10%
10%
CAGR
Complementary Platform
Diagnostic Pharma
New Growth Platform
Life Sciences
CAGR = 2000 to 2003
Contrast Agents and
Radiopharmaceuticals
to Enhance
Imaging of
Anatomy, Organs, Tissue and
Cells, and Molecular Activity
(LTM 1H FY 2003)
E = Source: Average Analyst Estimates
$/£= 1.66
Tomorrow GE Healthcare Technologies Fast Growing
Diagnostic
Imaging
Anatomical Imaging
Technology Innovation
Clinical Productivity
Globalization
Molecular Imaging
Services
Hospital Productivity
Partnership
Whole Hospital
Performance ROI
Maintenance
Information
Technology
PACS
Clinical IT Systems
Physician Workflow
Paperless, Filmless,
Wireless
Life Sciences
Drug Development
Molecular Medicine
More Effective Drug Devt
In-vivo Diagnostics
Enabling Molecular Med.
Sales 03E: $1.1B
CAGR: ~8%
Diagnostic
Pharma
Diagnostic Productivity
Targeted Imaging
Agents
Sales 03E: $1.6B
CAGR: ~12%
Complementary Platform
Accelerate Molecular Imaging
Exciting New Platform
Tools for Disease Research and
Drug Discovery / Development
Proteins
Sales 03E: $5.6B
CAGR: ~10%
Sales 03E: $2.7B
CAGR: ~6%
Sales 03E: $2.0B
CAGR: ~30%
CAGR = 2000 to 2003
E = This forward looking statement relating to the financial performance of GE has
not been prepared or verified to the standards
required by the UK City Code on Takeovers and Mergers, including its requirements for reports by auditors and financial advisers.
Source for Diagnostic Pharma & Life Sciences: Average Analyst Estimates
$/£= 1.66
Therapy & Diagnostics
Molecular Imaging
Accelerate development of
imaging agents and
Information
Development of targeted molecular
biomarkers
Life-Sciences Instruments Growth
for
future molecular diagnostics
Technologies used in drug discovery
migrate to clinical arena
GE Medical Systems + Amersham
Bring Together
Diagnostic Imaging and Life Sciences
Molecular Imaging & Personalized Medicine Vision
Assess Disease Risk for Prevention
Diagnose Earlier to Intervene Earlier
Guide Therapy Selection & Delivery
Monitor Therapeutic Efficacy
Improve Patient
Outcomes
Smart Strategic Transaction Good Valuation
GE Healthcare Technologies
~$13B
2003
Revenue
Run Rate
Diagnostic Pharma and
Bio-Sciences (Amersham)
~$2.7
Healthcare IT, including
Instrumentarium (closed 10/03)
~$2.5
Diagnostic Imaging
Equipment and Services
~$8B
17.5% Operating Margin
$2.1B Operating Profit
Solid Double-Digit Growth
LTM 1H FY 2003
Leadership Team
Sir William Castell Will Be
CEO GE Healthcare Technologies
& A Vice Chairman of GE
Experienced Industry Leader
Well Regarded Global Business
Leader
First GE Business Based in Europe
Business Headquartered in U.K.
Strong GEMS Business Led by Joe
Hogan & Will Remain Based in
Milwaukee
Year 3
Run Rate:
Significant Cost and Revenue Synergies
$200 - $300 Million Synergy Benefit in Year 1
from Combined Operations
~$9.4
~$2.6
~$2.1
~$7.8
03 Revenue LTM 1H03
03 Cost LTM 1H03
New Customers
Broader Geographic Coverage
Accelerated Product Introduction
Expanded Services Penetration
Sourcing
General & Administrative
Global Infrastructure
Manufacturing Efficiency
Speed to Market
~$12B
~$10B
~3%
~3%
$350 $400
$300 $400
Year 3
Run Rate:
($100-200 Margin Benefit)
Exchange Ratio Adjustment
Consideration is protected by a Collar
Exchange ratio as of today: 0.4367 GE shares
Shareholders will still receive 800p (in GE shares) even if the GE
share price in £ falls by up to 21.6% between announcement and
completion
Shareholders could also receive up to 808p per share if the GE
price rises between posting of Scheme Document and Completion
GE Medical Systems and
Amersham
Creating GE Healthcare Technologies
$13 Billion
High Tech,
High Growth,
High Margin
Business
Makes GE Stronger
Positions GE for a New Chapter in Diagnostic Medicine
Imaging + Diagnostic Pharma + Clinical IT + Biosciences
Creates a Group of Technology & Service-Driven Healthcare
Businesses With Combined 03 Pro-forma Revenue of
$13B
Accelerates the Development of Molecular Imaging & Personalized Medicine
Technologies Enabling Customers to Treat & Monitor Disease at Each Phase
Expands the Addressable Customer Base Providing New Distribution Channels
Performs Financially for Investors Accretive by Year 2
~$500MM of Potential Annual Margin Benefits from Synergies by Year 3
Enhances GE Financial Flexibility
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 foregoing does not constitute
an offer for sale of any securities or an offer or an invitation to
purchase any such securities. If and when General Electric commences its acquisition for
Amersham securities and the acquisition is implemented by way of a UK
scheme of arrangement,
any securities to be issued pursuant to the scheme of arrangement will not be registered under the
Securities Act of 1933 but will be issued in reliance on the exemption provided by Section 3(a)(10)
thereof and
Amersham will furnish the acquisition document to the SEC under cover of a Form 6-K.
If and when General Electric and General Electric Investments commence their acquisition for
Amersham securities and the acquisition is
implemented by way of an offer rather than a scheme
of arrangement, General Electric will file a registration statement relating to the offer with the SEC.
If General Electric files a registration statement with the
SEC, it will contain a prospectus and other
documents relating to the offer. Such prospectus and other documents will contain important
information about General Electric, General Electric Investments, Amersham, the offer and related
matters. Holders of Amersham securities who are US persons or who are located in the United
States are urged to read such prospectus (if any) and other documents that would form part of
such registration statement if and when
it becomes available before they make any decision with
respect to the offer. Holders of Amersham securities should also read the related
solicitation/recommendation statement on Schedule 14D-9 that will be filed with the SEC by
Amersham relating to the offer. Such prospectus and any other relevant documents filed by
General Electric and Amersham with the SEC will be available free of charge at the SECs web site
at www.sec.gov and from General Electric. These documents will also be available for inspection
and copying at the
public reference room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, US. For further information about the public reference room, call the
SEC at +1 800 732 0330.