Europe gives green light for GE to acquire Amersham

Deal could be final in early April

The way is clear for GE to acquire European life sciences giant Amersham. Regulators from the European Commission gave the okay Jan. 21 for the merger to go forward. Antitrust regulators in the U.S. gave the go-ahead seven weeks earlier.

The all-stock transaction is valued at about $9.5 billion. The exact exchange rate of GE stock per share of Amersham stock will depend in part on Amersham's preliminary annual results, which will be announced in about four weeks. Barring any hitches, the acquisition will be final in early April.

"The timing is being driven by the technical process of getting shareholder approval," said Michael Jones, general manager for GE's global business development.

GE will be mailing the equivalent of a proxy statement to Amersham shareholders within a few weeks. If a majority vote for the takeover, and the regulatory court in the U.K. approves it, the deal will be final.

Its completion also remains subject to meeting or waiving certain conditions designed to protect GE. These conditions, however, seldom come into play, according to Jones.

A major goal behind the union is to drive medical advances and bring new technologies in molecular imaging and personalized medicine to market, according to GEMS president and CEO Joe Hogan. If the deal goes through, this will happen through the folding into GEMS of Amersham, which is currently organized into three businesses. One is medical diagnostics, which operates as Amersham Health. The second and third are discovery systems and protein separations, which both operate as Amersham BioSciences. These two businesses provide instruments, reagents, and software for drug development and discovery and the manufacture of biopharmaceuticals.

If all goes as planned, these Amersham businesses will combine with GEMS to create a new entity called GE Healthcare Technologies. Both Amersham and GE Medical Systems will continue operating, however, in much the same manner as they do today, with the same headquarters locations and leadership teams.

The newly formed unit, to be based in London, will be directed by Bill Castell, the current CEO of Amersham, who will work with a separate, distinct leadership team from GEMS. It will be composed of GE Medical Systems, headquartered in Waukesha, WI, and Amersham Health and Amersham BioSciences, both headquartered in Buckinghamshire, U.K.

GE management is framing the deal as the beginning of a new chapter in medicine through creation of a healthcare company with unprecedented expertise in imaging, information technology, services, diagnostic pharmaceuticals, and drug development and discovery.

In a letter to customers announcing the proposed deal late last year, Hogan heralded the merger as the means to elevate medical certainty and healthcare productivity. At the very least it will elevate revenues and staffing. The new company will have $13 billion in pro forma 2004 revenues and 43,000 employees-about a 30% bump over GEMS' current levels.