HIGHLIGHTS
Sir David Barnes, Chief Executive of Zeneca, said: "I am delighted that Zeneca and Astra shareholders are now being provided with full details of the proposed merger and the benefits and exciting opportunities for the Merged Group. Zeneca shareholders will be asked to approve the Board's recommendation at the EGM to be held on 18 February.”
Dr Tom McKillop, Chief Executive designate of AstraZeneca, said: "I am greatly encouraged by the continued openness and enthusiasm with which Zeneca and Astra management are working together at all levels in planning the merger. Following approval of both sets of shareholders and relevant regulators, we shall create a powerful force in pharmaceuticals with marketing strength across five therapeutic areas and a strong R&D portfolio.”
TIMETABLE
The merger of equals will be implemented by Zeneca Group PLC making offers for Astra AB shares and ADSs.
The merger is, inter alia, subject to approval by Zeneca shareholders and the acceptance of the merger offers by Astra shareholders representing more than 90% of the total number of shares in Astra and more than 90% of the total voting rights attaching to shares in Astra. Approval by the Zeneca shareholders will be sought at the Zeneca Extraordinary General Meeting to be held on 18 February 1999. The initial acceptance period for the merger offers by the Astra shareholders will run from 25 January 1999 to 18 March 1999. Completion of the merger is expected to take place during the second quarter of 1999, subject to the timing of competition authority approvals.
INDICES
AstraZeneca will be listed on the London, Stockholm and New York Stock Exchanges.
The full market capitalisation of AstraZeneca will be included within the FTSE UK share indices. AstraZeneca will also be a member of the FTSE 100 and, as of 19 January 1999 would have been the fifth largest company in the UK, as ranked by market capitalisation. AstraZeneca will also be a constituent of the SX-General Index of the Stockholm Stock Exchange ('sSE'). In common with other non-Swedish domiciled companies on the SSE, AstraZeneca's index weighting on the SSE is expected to be determined by the market value of shares traded on the Swedish market, as measured by the number of AstraZeneca shares represented in the Swedish VPC - the Swedish Securities Register Centre.
DIVIDENDS
As a result of the differing dividend payment profiles of Astra and Zeneca, arrangements have been put in place in order to equalise the second interim dividend of Zeneca with the Astra dividend in respect of the 1998 financial year. Astra intends to recommend a dividend in respect of the 1998 financial year of SEK 1.90 per share, and Zeneca intends to pay a second interim dividend of 28 pence per share. These will be paid by reference to a common record date of 9 April 1999. If the merger takes place prior to the record date, shareholders will receive the intended Zeneca second interim dividend of 28 pence on their AstraZeneca share.
1998 RESULTS
The preliminary annual results for Zeneca for the year ended 31 December 1998 are expected to be announced on 17 February 1999. Astra is expected to announce its preliminary annual results on 16 February 1999.
TRADING UPDATE
Zeneca announces today its 1998 year end update on trading.
ZENECA INTERIM REPORT
Zeneca also announces today its interim results for the 9 months to 30 September 1998. These interim results have been prepared for the purposes of the merger documentation.