FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
March 17, 2004
Amersham plc
(Translation of registrant’s name into English)
Amersham Place
Little Chalfont
Buckinghamshire HP7 9NA
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rules 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rules 12g3-2(b): 82- _______
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
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| | AMERSHAM PLC (Registrant) |
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DATE: March 17, 2004 | | By |
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| | Name: Susan M. Henderson Title: Deputy Company Secretary |
List of exhibits to theFORM 6-Kdated March 17, 2004
1. Amersham plc – Court Meeting / EGM
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES
17 March 2004
ACQUISITION OF AMERSHAM PLC
RECEIPT OF SHAREHOLDER APPROVALS
Recommended share exchange acquisition of Amersham plc (“Amersham”) by General Electric Company and GE Investments, Inc. (together “GE”) by means of a scheme of arrangement (the “Scheme”) under section 425 of the Companies Act 1985 (the “Acquisition”)
Amersham and GE are pleased to announce that, at a Court Meeting and an Extraordinary General Meeting of Amersham shareholders held earlier today in connection with the Acquisition, all the resolutions proposed received the overwhelming support of shareholders.
At the Court Meeting a majority in number of Amersham shareholders who voted (either in person or by proxy), representing 99.9 per cent. by value, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
At the Extraordinary General Meeting the resolution proposed to approve the Scheme and provide for its implementation was also passed by the requisite majority.
Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the conditions to the Acquisition as set out in the Scheme document, including, inter alia, the sanction of the Scheme by the High Court. It is expected that completion will occur on 8 April 2004 and on that basis the ten day trading period upon which the Exchange Ratio will be calculated will commence on 23 March 2004 and end on 5 April 2004.
Terms used in this announcement shall have the same meanings as set out in the Scheme document dated 17 February 2004.
Enquiries:
Amersham
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Alexandra Morris (Investor Relations) | +44 1494 542 051 |
Dr Lynne Gailey (Media Relations) | +44 1494 542 050 |
Dr Graeme Holland (Media Relations) | +44 1494 542 115 |
Lucy Morrison (US Investor Relations) | +1 732 457 8092 |
J.P. Morgan plc
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Edward Banks | +44 20 7742 4000 |
Morgan Stanley & Co. Limited
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Johannes Groeller | +44 20 7425 5000 |
GE
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Bill Cary (GE Investor Relations) | +1 203 373 2468 |
Pam Wickham (GE Healthcare) | +1 262 544 3530 |
Louise Binns (GE Corporate Europe) | +32 2 235 6912 |
Peter Stack (GE Corporate Financial) | +1 203 373 2283 |
Goldman Sachs International
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Richard Butland | +44 20 7774 1000 |
Goldman Sachs International is acting exclusively for GE and no one else in connection with the Acquisition and will not be responsible to anyone other than GE for providing the protections afforded to customers of Goldman Sachs International nor for providing advice in relation to the Acquisition, or any matter referred to herein.
J.P. Morgan plc is acting exclusively for Amersham as joint financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Amersham for providing the protections afforded to customers of J.P. Morgan plc nor for providing advice in relation to the Acquisition, or any matter referred to herein.
Morgan Stanley & Co. Limited is acting exclusively for Amersham as joint financial adviser and for no one else in connection with the Acquisition and will not regard any other person as a client in relation to the Acquisition and will not be responsible to anyone other than Amersham for providing the protections afforded to clients of Morgan Stanley & Co Limited nor for providing advice in relation to the Acquisition, or any matter referred to herein.