Notice of EGM, etc.
AstraZeneca PLC
18 September 2000
ASTRAZENECA CIRCULATES SYNGENTA MERGER INFORMATION TO SHAREHOLDERS
EGM NOTICE
AstraZeneca PLC announces that, in connection with the previously announced
proposed merger of AstraZeneca's agrochemicals business with the agribusiness
of Novartis AG to form Syngenta AG, it will commence today the despatch to its
shareholders of a Circular and Notice calling an Extraordinary General Meeting
of the Company on 11 October 2000, as well as a Summary Syngenta Listing
Document or, in the case of US shareholders, the Syngenta Registration
Statement on Form F-4.
The despatch to AstraZeneca shareholders who hold their AstraZeneca shares
through the VPC system in Sweden will commence later this week. The documents
will be available in English and Swedish later today on the AstraZeneca
website as described below.
FORMATION OF SYNGENTA
For Shareholders, the formation of Syngenta will:
- create the world's leading agribusiness company in crop protection and
seeds with 1999 proforma sales of approximately USD 7.3 billion;
- provide the global scale and broad capability in research and
development in both traditional and new technologies required to generate
improved long term growth and shareholder value from Zeneca Agrochemicals
- Syngenta will be the market leader in every major region
- Syngenta's 1999 pro forma research and development investment was
approximately USD 785 million;
- generate expected substantial operational efficiencies including net
annual pre-tax cost savings of approximately USD 525 million by the end of
2003 (which will result in an associated one time total estimated expense of
approximately USD 900 million including merger costs);
- create a group with a capital structure which includes an opening debt
of approximately USD 4 billion (before proceeds from mandated anti-trust
divestments) to repay indebtedness to AstraZeneca and Novartis. Total
committed credit facilities of USD 6 billion have been arranged with a
syndicate of banks which is expected to secure investment grade ratings in the
capital markets; and
- include a commitment from AstraZeneca and Novartis to make a capital
contribution to Syngenta in the amount of any share repurchase programme of up
to 10 per cent. of Syngenta's share capital which the board of Syngenta may
undertake at its discretion in the first ten days of trading in Syngenta
shares.
For AstraZeneca, the formation of Syngenta will:
- complete the transformation of AstraZeneca into a focused healthcare
company following the sale of Zeneca Specialties in 1999;
- enable AstraZeneca's management and shareholders to be focused on its
healthcare business and on the opportunities available to AstraZeneca to
realise the considerable potential of both its established pharmaceutical
product range and exciting R&D portfolio;
- result in AstraZeneca receiving from Syngenta a sum in excess of USD 1
billion, which will provide additional financial flexibility to AstraZeneca's
existing strong cash generation position as it implements its healthcare
strategy;
- result in a tax free distribution of Syngenta shares to AstraZeneca UK
institutional and lower rate UK tax payer shareholders and for shareholders in
the US and Sweden. The distribution will be taxed as income for higher rate
UK tax payers. The tax consequences of the transactions are described more
fully in the Circular;
- result in a total corporate tax cost estimated to be less than 5 per
cent. of the estimated value of Zeneca Agrochemicals which will be included in
an exceptional charge to be taken by AstraZeneca following completion of the
transactions which is expected to be around USD 250 million after tax and
anticipated disposal profits. This charge, which will also cover information
systems and other costs arising from the restructuring, will be finalised as
part of accounting for the transactions at the year end; and
- include an initial reduced commission share dealing facility for
Syngenta shares available to AstraZeneca shareholders who hold 2,500 or less
AstraZeneca shares at the relevant date and who are resident in the UK, the
Republic of Ireland or who hold their AstraZeneca shares through the VPC in
Sweden. The share dealing facility is described more fully in the Circular.
Tom McKillop Chief Executive of AstraZeneca said:
'The creation of Syngenta will offer shareholders a focused investment with a
strong leadership position in agri business. Syngenta will be well positioned
to capitalise on the strengths of the combined business in this key market.
For AstraZeneca, the formation of Syngenta will represent a significant
milestone in our corporate development as we become a focused pharmaceuticals
company.'
Michael Pragnell, Chief Executive Officer designate of Syngenta said:
'The combination of these two agri businesses is powerful and exciting.
Syngenta will offer outstanding product, marketing and research strengths
supported by first class global management. Syngenta will be the No 1
agribusiness in this USD 40 billion market.'
COMPLETION TIMETABLE
It is presently anticipated that the listing of Syngenta on the Swiss, London,
Stockholm and New York Stock Exchanges will take place in mid-November,
subject to the approval of the US competition authorities.
ASTRAZENECA BOARD
Following the completion of the Syngenta transactions, Michael Pragnell,
currently an Executive Director of AstraZeneca PLC and Chief Executive Officer
of Zeneca Agrochemicals, will resign from the Board of the Company. Mr
Pragnell will become Chief Executive Officer and a Director of Syngenta AG.
ADDITIONAL INFORMATION
Shareholders with any questions about the transactions or who would like
additional copies of the Circular, the Summary Syngenta Listing Document, the
Full Syngenta Listing Document, which is described in the Circular or, in the
US the Syngenta Registration Statement should call:
- Lloyds TSB Registrars on 0800 279 8885 in the United Kingdom
- Georgeson Shareholder Communication Inc. on 1-800-223-2064 in the United
States; or
- BITE on 020-52 52 79 in Sweden and +46 8 31 06 88 from outside Sweden.
With effect from noon today the documents described below can be accessed via
the AstraZeneca website at www.astrazeneca.com
(i) The Shareholders Circular and Notice of EGM, in English and Swedish;
(ii) The Chairman's Introduction and Question and Answer document, in
English and Swedish;
(iii) The Syngenta Summary Listing Document in Swedish; and
(iv) The US Syngenta Registration Statement in English.
For Information Contact :
Steve Brown - 44 (0)20 7304 5033
Lucy Williams - 44 (0)20 7304 5034
SHAREHOLDERS ARE URGED TO READ THE CIRCULAR, THE SUMMARY SYNGENTA LISTING
DOCUMENT OR, IN THE US, THE SYNGENTA REGISTRATION STATEMENT ON FORM F-4 (FILE
NO. 333-12522) DATED SEPTEMBER 18, 2000 WHICH SYNGENTA AG HAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY CONTAIN MORE IMPORTANT
INFORMATION.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL.
The contents of this press announcement have been approved by Credit Suisse
First Boston (Europe) Limited and Goldman Sachs International for the purposes
of section 57 of the Financial Services Act 1986. Each of Credit Suisse First
Boston (Europe) Limited and Goldman Sachs International, which are regulated
in the UK by The Securities and Futures Authority, are acting for AstraZeneca
PLC and Syngenta AG and no one else in connection with the transactions and
will not be responsible to anyone other than AstraZeneca PLC and Syngenta AG
for providing the protections afforded to the customers of Credit Suisse First
Boston (Europe) Limited or Goldman Sachs International respectively or for
providing advice in relation to the transactions.
This press announcement contains certain forward-looking statements with
respect to AstraZeneca, the Novartis agribusiness, the Zeneca agrochemicals
business and Syngenta AG. These statements and forecasts involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by these forward-looking statements and forecasts. We cannot
guarantee that any of the events or trends anticipated by the forward-looking
statements will actually occur.
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