Statement of the Board of Directors of Biacore International AB in Relation to the Public Cash Offer for the Shares of Biacore International AB.STOCKHOLM, Sweden -- Background This statement is issued by the Board of Directors of Biacore International AB (publ) ("Biacore") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BCOR)(STO:BCOR) pursuant to Item II.14 of the Naringslivets Borskommitte, NBK NBK National Bank of Kuwait NBK Naval Base Kitsap (Washington) NBK Natural Born Killer(s) NBK Never Been Kissed NBK Nabeya Bi-Tech Kaisha NBK Norsk Brettseiler Klubb (Norway) (the Swedish Industry and Commerce Stock Exchange Committee) Rules concerning Public Offers for the Acquisition of Shares (2003). GE Healthcare GE Healthcare is a $18 billion (USD) unit of General Electric (GE). It employs more than 46,000 people worldwide and is headquartered in Chalfont St. Giles, Buckinghamshire, United Kingdom. GE Healthcare is the first GE business segment headquartered outside the United States. ("GEHC GEHC General Electric Healthcare ") has on June 20, 2006 announced a public cash offer to the shareholders of Biacore to acquire all outstanding shares in Biacore (the "Offer"). Biacore's shareholders are being offered to tender their shares to GEHC for the consideration of SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 330 in cash for each share in Biacore (the "Offer Price"). The Offer Price is subject to adjustment should Biacore pay any dividend or make any other distribution prior to the settlement of the Offer. The acceptance period is expected to run from July 10, 2006 to August 10, 2006. The Offer is, among other conditions, conditional upon being accepted to such an extent that GEHC becomes the owner of more than 90 percent of the total number of shares in Biacore on a fully diluted basis. Pfizer Health AB ("Pfizer"), the largest shareholder in Biacore with 41.0 percent of the shares and votes has irrevocably undertaken to accept the Offer. Furthermore, management and members of the Board of Directors, together holding approx. 0.3 percent of the share capital and voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. , have undertaken to accept the Offer under certain conditions. Compared to Biacore's volume weighted average share price on the Stockholm Stock Exchange The Stockholm Stock Exchange (Swedish: Stockholmsbörsen) is a stock exchange located in Stockholm, Sweden. Founded in 1863 [1] it is the primary securities exchange of the Nordic Countries. of SEK 245 for the month ending 19 June, 2006, the Offer Price represents a premium of 35 percent. Compared to the closing share price on the Stockholm Stock Exchange on 19 June, 2006, the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from before the announcement of the Offer, of SEK 282 per share, the Offer Price represents a premium of 17 percent. The recommendation by the Board of Directors The Board of Directors has based its recommendation on an assessment of factors that the Board of Directors has deemed relevant in relation to the Offer, including, but not limited to assumptions regarding Biacore's businesses and financials. Mr Erik Wallden, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Biacore, said: "Biacore is a global leader in the field of protein interaction analysis, which gives scientists critical insights into the role of proteins in disease as well as their influence on the suitability of potential drug candidates. I believe that by combining Biacore's technology, products and brand position with GE Healthcare's broad product offering we will be able to bring significantly enhanced solutions to the life science community, where we have a number of common customers. As a result of today's transaction, Biacore will be able to benefit from the additional technical and commercial resources of GE Healthcare to accelerate its growth and further expand our opportunities in protein research." Donald R. Parfet, Chairman of Biacore, said: "After evaluating the Offer and receiving a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. from Carnegie that the Offer is fair from a financial point of view, it is the Board's opinion that the transaction is in the shareholders' best interest. Therefore, the Board unanimously recommends this Offer." Biacore's Board of Directors has been assisted by financial and other advisors in relation to the evaluation of the Offer. The advisors to the Board of Directors have been Carnegie Investment Bank Carnegie Investment Bank AB is a Swedish company which specialises in stockbroking, investment banking and asset management. History Carnegie was founded in 1803 when David Carnegie, Sr., a Scotsman, founded D. Carnegie & Co AB in Gothenburg. AB, Mannheimer Swartling and Neuman & Nydahl HB. Carnegie Investment Bank AB has delivered a fairness opinion to the Board of Directors of Biacore to the effect that, as of the date of the Offer and based upon and subject to the assumptions, considerations and limitations set forth therein and other factors each of them has deemed relevant, the Offer is fair, from a financial point of view, to the shareholders of Biacore. Based on the above, the Board of Directors unanimously recommends Biacore's shareholders to accept the Offer. This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts. Biacore International AB (publ) Board of Directors This information was brought to you by Waymaker http://www.waymaker.net |
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