GE Healthcare to Acquire Whatman Plc: Recommended Acquisition at 270p Per Share in Cash
CHALFONT ST. GILES, England and MAIDSTONE, England, Feb. 4, 2008--GE Healthcare, a unit of General Electric Company (NYSE:GE), and Whatman plc (LSE:WHM) announced today that they have reached agreement on the terms of a recommended acquisition of Whatman by GE Healthcare. Under the terms of the transaction, each Whatman shareholder will receive 270 pence in cash for each Whatman share, valuing Whatman at approximately £363 million (approximately $713 million.) The transaction is subject to approval by Whatman's shareholders as well as customary regulatory approvals.
Whatman is a global supplier of filtration products and
technologies, with a well-recognized brand, and a strong sector
expertise. Whatman has a broad product offering of filters and
membranes for laboratory, research, life sciences and medical
technology applications. GE Healthcare's Life Sciences business is
a world class provider of technologies for cellular and protein
science research, and tools used in the manufacture of
biopharmaceuticals such as vaccines, cell therapies and antibodies.
The strong strategic fit between the two businesses will offer
substantial customer benefits and create significant synergies
through complementary product and service offerings.
Joe Hogan, President and CEO GE Healthcare, commented, "Whatman is a great company with an outstanding track record of innovation, a strong reputation and brand with the research community, and highly talented employees. Whatman's product offerings are highly complementary with our Life Sciences business; we believe that combining the skills and knowledge of the two businesses will create significant added value for our customers. Life Sciences is a key area of growth for GE Healthcare and expanding our skill base and product offerings in this area supports our vision of helping our customers to diagnose and treat disease earlier."
Commenting on the acquisition, Kieran Murphy, Chief Executive
Officer of Whatman, said, "Whatman will benefit significantly from
the business process expertise within GE Healthcare and in
addition, Whatman's product opportunities within the
pharmaceutical, diagnostic and forensics markets will have a
greater chance of success within the larger GE Healthcare group.
The Whatman management team very much looks forward to working with
the GE Healthcare leadership to maximise the potential of this
Peter Ehrenheim, President and CEO of GE Healthcare's Life Sciences business, said, "Whatman's expertise and reputation in filtration technologies and sample preparation is a great fit for our Life Sciences business because it brings new technologies that are fundamental to helping researchers increase their understanding of the role of genes and proteins in disease. We believe that combining the skills of the two companies will enable GE Healthcare to create strong added value for customers in biomedical and drug discovery research."
Michael Harper, Chairman of Whatman, added, "The board of Whatman believes that it has delivered a very satisfactory outcome for Whatman shareholders, employees and customers. I would like to thank the management team for its tremendous efforts over the past months not only during the discussions with potential acquirers but also in delivering a strong operational and financial performance in the business."
It is intended that the transaction will be implemented by way of a scheme of arrangement under UK law. The transaction has been recommended unanimously by the directors of Whatman, who have agreed to vote their shares in favour of the transaction. The largest shareholder of Whatman, Hermes Focus Asset Management Ltd*, with approximately 15% of the outstanding shares of Whatman, has also agreed to vote in favour of the transaction. It is expected that the transaction will be completed in the second quarter of 2008.
* In its capacity as a General Partner of Hermes UK Small Companies Focus Fund, Hermes UK Small Companies Focus Fund II, Hermes UK Focus Fund, The Second Hermes UK Focus Fund, The Third Hermes UK Focus Fund and as appointed investment manager of The Nottinghamshire County Council, as trustee of the Nottinghamshire County Council Superannuation Fund.
About GE Healthcare
GE Healthcare provides transformational medical technologies and services that are shaping a new age of patient care. Our expertise in medical imaging and information technologies, medical diagnostics, patient monitoring systems, performance improvement, drug discovery, and biopharmaceutical manufacturing technologies is helping clinicians around the world re-imagine new ways to predict, diagnose, inform and treat disease, so their patients can live their lives to the fullest.
GE Healthcare's broad range of products and services enable healthcare providers to better diagnose and treat cancer, heart disease, neurological diseases, and other conditions earlier. Our vision for the future is to enable a new "early health" model of care focused on earlier diagnosis, pre-symptomatic disease detection and disease prevention. Headquartered in the United Kingdom, GE Healthcare is a US$17 billion unit of General Electric Company (NYSE: GE). Worldwide, GE Healthcare employs more than 46,000 people committed to serving healthcare professionals and their patients in more than 100 countries. For more information about GE Healthcare, visit our website at www.gehealthcare.com .
A global leader in filtration technology, Whatman provides innovative life science products to the scientific community. Whatman has developed total sample preparation solutions through its robust line of filtration devices and membranes. The Company's breakthrough protein array technology and FTA® Technology to capture archive and purify DNA at room temperature, enables it to provide novel solutions for the analytical, health care, and bioscience markets. For more information please visit www.whatman.com
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This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. This announcement summarises information contained in the formal announcement relating to the acquisition, and is qualified in its entirety by the contents of that announcement.
This announcement, oral statements made regarding the proposed acquisition, and other information published by General Electric Company, GE Healthcare, GE Healthcare Life Sciences and Whatman contain "forward-looking statements". These statements are based on the current expectations of the management of General Electric Company, GE Healthcare, GE Healthcare Life Sciences and Whatman and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects of the acquisition on Whatman and GE Healthcare Life Sciences, the expected timing and scope of the acquisition, enhanced customer benefits, access to greater resources and other synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "believes", "estimates", "will", "may" and "should" and words of similar import. By their nature, forward-looking statements 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 such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the acquisition, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither General Electric Company, GE Healthcare, GE Healthcare Life Sciences nor Whatman undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
For media inquiries, please contact:
GE Healthcare - International
Dr Val Jones
Tel. +44 7917 175 192
Tel. +44 7717 517 028
GE Healthcare – Americas
Tel. +1 414 477 6522
Tel: +1 262 501 0777
c/o Financial Dynamics
Tel. +44 207 831 3113
Posted: February 2008
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