Filed by General Electric Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Amersham plc
Commission File No.: 1-14710
Extract from presentation made by General Electric Company on October 10, 2003 at 8:30 am EDT
October 2003
Creating GE Healthcare Technologies
Recommended Acquisition of Amersham
This presentation contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words
such as "expects", "anticipates","intends", "plans", "believes", "seeks", "estimates", "will" or words
of similar meaning and include, but are not limited to, statements about the expected future
business and financial performance of GE resulting from and following the Acquisition. These
statements are based on management's current expectations and are inherently subject to
uncertainties and changes in circumstances. Among the factors that could cause actual results to
differ materially from those described in the forward-looking statements are factors relating to
satisfaction of the Pre-Conditions and the Conditions, GE’s ability to successfully combine the
businesses of GE Medical Systems and Amersham and to realize expected operating synergies
from the Acquisition, and changes in global, political, economic, business, competitive, market and
regulatory forces. More detailed information about certain of these factors is contained in GE’s
and Amersham’s filings with the SEC. Neither GE nor Amersham undertakes any obligation to
update the forward-looking statements to reflect actual results, or any change in events,
conditions, assumptions or other factors.
This presentation includes certain non-GAAP financial measures as defined by SEC rules. As
required by SEC rules, we have provided a reconciliation of those measures to the most directly
comparable GAAP measures, which is available in our GAAP Reconciliation file on our investor
relations website at www.ge.com/investor .
Impact of Changing
Demographics
-- 1995 to 2005
U.S.
Japan
Germany
China
Fundamentals Drive Long-Term Healthcare Growth
1960-’72
7.6%
‘72-’75
3.5%
‘75-’77
6.8%
‘77-’79
4.1%
‘79-’82
6.1%
‘82-’87
4.9%
‘87-’90
7.0%
‘90-’95
7.3%
‘95-’00
5.6%
‘00-’06
7.8%
Growth in
Healthcare Spending
-- U.S. Example
40-Year Avg.
6.8%
+ $1T
+$100B
+$170B
+$100B
+20%
+25%
+8%
+26%
Incremental
Health Care
Spend
Change in
% of Pop.
Age >55 Yrs
Aging Populations Entering Peak Earning Years
Technology Critical to Improvements in Efficiency and Care Quality
New Demand from Emerging Opportunities in Genomics and Proteomics
Consistent Rebounds from Short-Lived Government / Payer “Shocks”
HMO
Act
Carter
Initiatives
DRGs
Managed
Care
Reforms
GEMS Today - Growth Engine in Imaging, Services & IT
Key GE Growth Business
~$10B ‘03 Revenue
~18% Op Profit Margin
(LTM 9/30/03)
Diagnostic
Imaging
Anatomical Imaging
Technology Innovation
Clinical Productivity
Globalization
Molecular Imaging
Sales ’03E: $5.6B
CAGR:
~10%
Services
Hospital Productivity
Partnership
Whole Hospital
Performance ROI
Maintenance
Sales ’03E: $2.7B
CAGR:
~10%
Information
Technology
PACS
Clinical IT Systems
Physician Workflow
Paperless, Filmless,
Wireless
Sales ’03E: $2.0B
CAGR:
~30%
CAGR = 2000 to 2003
Dramatic
Increase in
Imaging
Information
Need for
Provider Quality
& Productivity
Emergence of
Molecular &
Personalized
Medicine
Trends
GEMS
Today
E = This forward looking statement relating to the financial performance of GE has not been prepared or verified to the standards required by the UK City Code on Takeovers and Mergers, including its requirements for reports by auditors and financial advisers.
The Potential of Molecular Imaging – Cancer Therapy
Standard CT Anatomic Evaluation
PET –FDG Metabolic Evaluation
Baseline
24 Hours
7 Days
Baseline
3 Months
Tumor
Activity Decrease
Observed
Within Days
Tumor
Shrinkage
Observed
After Months
Provides the Basis for Better Patient Outcomes …
And Long-Term Leadership for GE
Tomorrow… GE Healthcare Technologies … Fast Growing
Diagnostic
Imaging
Anatomical Imaging
Technology Innovation
Clinical Productivity
Globalization
Molecular Imaging
Services
Hospital Productivity
Partnership
Whole Hospital
Performance ROI
Maintenance
Information
Technology
PACS
Clinical IT Systems
Physician Workflow
Paperless, Filmless,
Wireless
Life Sciences
Drug Development
Molecular Medicine
More Effective Drug Dev’t
In-vivo Diagnostics
Enabling Molecular Med.
Sales ’03E: $1.1B
CAGR:
~8%
Diagnostic
Pharma
Diagnostic Productivity
Targeted Imaging
Agents
Sales ’03E: $1.6B
CAGR:
~12%
Complementary Platform
Accelerate Molecular Imaging
Exciting New Platform
Tools for Disease Research and
Drug Discovery / Development
Proteins
Sales ’03E: $5.6B
CAGR:
~10%
Sales ’03E: $2.7B
CAGR:
~6%
Sales ’03E: $2.0B
CAGR:
~30%
CAGR = 2000 to 2003;
E = This forward looking statement relating to the financial performance of GE has not been prepared or verified to the standards
required by the UK City Code on Takeovers and Mergers, including its requirements for reports by auditors and financial advisers.
Source for Diagnostic Pharma & Life Sciences: Average Analyst Estimates
$/£= 1.66
GE Medical Systems and Amersham…
… Creating GE Healthcare Technologies
$13 Billion
High Tech,
High Growth,
High Margin
Business
Positions GE for a New Chapter in Diagnostic Medicine
… Imaging + Diagnostic Pharma + Clinical IT + Biosciences
Creates a Group of Technology & Service-Driven Healthcare
Businesses With Combined ’03 Pro-forma Revenue of $13B
Accelerates the Development of Molecular Imaging & Personalized Medicine
… Technologies Enabling Customers to Treat & Monitor Disease at Each Phase
Expands the Addressable Customer Base Providing New Distribution Channels
Performs Financially for Investors… Accretive by Year 2
~$500MM of Potential Annual Margin Benefits from Synergies by Year 3
Enhances GE Financial Flexibility
Makes GE Stronger
The foregoing statements as to financial accretion are not intended to mean that General Electric earnings or earnings per share
for any period will necessarily exceed those of any prior year.
Amersham
$2.1
~$2.7
2000
2003E
Protein Separations: Reagents and
Purification Systems For Bio-
pharmaceuticals
Discovery Systems: Tools /Reagents
Used in Drug Discovery & Dev’t
Sales ’03E: $1.6B CAGR: 12%
Sales ’03E: $1.1B CAGR: 8%
Amersham
Products & Technologies For Disease Diagnosis and Molecular Medicine
… Vision for Personalized Medicine
OP% 17%
18%
Financial Summary
Industry Size: ~$20B
Industry Growth: 5 - -10%
10%
CAGR
Complementary Platform
Diagnostic Pharma
New Growth Platform
Life Sciences
CAGR = 2000 to 2003
Contrast Agents and
Radiopharmaceuticals
to Enhance Imaging of
Anatomy, Organs, Tissue and
Cells, and Molecular Activity
(LTM 1H FY 2003)
E = Source: Average Analyst Estimates
$/£= 1.66
Common Commitment to
Healthcare Technology …
Global Business with Strong Technical, Service and
Commercial Culture
GEMS
Amersham
GE/GEMS
Amersham
GEMS
Physics
Electrical Eng.
Software Dev’t
Clinical
Applications & IT
Amersham
BioTechnology
Chemistry
Genomics
Proteomics
… in Complementary Areas of
Expertise
~16,000 Commercial Resources
Driving Global Growth…
Complementary Resources & Expertise… Great Synergy Opportunities
Sales &
Service
… Adding Recurring Revenue
Streams From Consumables
GE Adds Geographic Coverage (e.g. China) to Amersham…
… Amersham adds Pharmaceutical Channel to GE
35%
Systems
65% Reagents
100% Imaging Agents
– Service Component
Global Revenue
N.Am
Europe
Japan
ROW
Team
60%
20%
10%
10%
13,000
49%
26%
17%
8%
3,260
Investment
Technologists
~$800MM
5,000
~$300MM
1,200
Imaging Agents and Novel Molecular Targets
Financial Summary
Industry Size: ~$5B
Industry Growth: ~10%
High Margin, High Growth Segment
Customers – Hospitals, Imaging Centers,
GPOs, Research/Universities
Competitors … Schering, Bracco, Tyco, Bristol
Myers, Guerbet, and many others
$1.2
~$1.6
2000
2003E
12%
CAGR
OP% 25%
25%
Excellent Product Offering
Robust New Product Pipeline
Superior Product Performance Results in
High Margins
100% “Flow” Business … Recurring
Revenues
(LTM 1H FY 2003)
E = Source: Average Analyst Estimates
$/£= 1.66
Fastest Growth Procedures Use Diagnostic Pharma
Growth
Drivers
Annual Imaging Procedures
2002
2006E
Interventional
+12%
CT
X-ray
MR
Ultrasound
Enhance What
Can Be Seen
Detect
Disease
Function
Radio Pharma
Myoiew
DaTSCAN
Ceretec
FDG
PET
Nuclear Med
MR
Contrast Agents
Omnipaque
Visipaque
Omniscan
Optison
Traditional: Anatomical Imaging
Now: Functional Imaging
New Applications Drive
Penetration and Procedure Growth
Agents Usage 3-4x for Patients Over 45
New Imaging Applications & High Tech Imaging Media Drive Growth
333MM
450MM
CAGR
+8%
Procedure
Agent
Agent
Growth
Penetration
Growth
X-Ray & CT
5%
12%
5%
PET & Nuc’l Med
8%
100%
10%
MR
8-10%
2.5%
7%
Ultrasound
7%
0.5%
12%
Customers – Research Labs, Biotechs,
Pharmaceuticals… Where GEMS Is Going
Competitors – Waters, Applied Bio, Agilent,
Perkin Elmer, Invitrogen, Millipore, and many others
Financial Summary
Industry Size: ~$15B
Industry Growth: 5 -10%
2000
2003E
Discovery
Systems
Protein
Separation
$0.9
$1.1
8%
CAGR
OP% 10%
11%
Excellent Product Offering
Protein Separations
Discovery Systems
High Value-add Delivers High Margins in
Protein Separations
30+% OP
Instruments and Flow Business
26,000 Unit Installed Base (Lab + Production)
CAGR = 2000 to 2003
Instruments and Reagents for Drug
Discovery and Manufacturing
Enabling Molecular Medicine
14%
CAGR
(LTM 1H FY 2003)
E = Source: Average Analyst Estimates
$/£= 1.66
Drug
Development Process
Bio-pharmaceuticals
in Development
Bioprocess sales (£m)
No of approved
biopharmaceuticals
Demand for Amersham Offerings Driven by
Rapid Growth of Life Sciences & Bio-Pharma
Researchers and Bio-pharma Companies
Need Large Quantities of Pure Proteins
for Drug R&D… and More for Production
Genomics & Proteomics
DNA Analysis - Understand
Basis of Disease… Why ?
Protein Analysis - Understand
Disease Function…How?
Bio-Assays
Screen Potential Drugs for
Impact on Living Cells.
Analyze Drug Candidates for
Toxicology, i.e. Safety
Production Separations
Scale-Up & Large-Scale
Biopharma Manufacturing
Development
& Clinicals
Commercial
& Manuf’g
Research &
Discovery
Amersham Biosciences Key Technologies
Protein
Separations
Lab and Production
Discovery Systems
Sequencing,
Genotyping, Expression
Analysis, Protein
Analysis, Screening
300
350
400
450
500
550
Drug Development Process
Discovery
Systems
Development
& Clinicals
Commercial & Manufacturing
~$25B Global Pharma
Spend … +11% CAGR
400+ Investigational New
Drug Filings Annually
30 New Drugs Approved
Annually
Protein Manufacturing
Capacity Growing 50%/yr
~$40B Spend on Dev’t &
Clinical Trials … +12% CAGR
2,300 Total Clinical Trials …
300+ Protein-Based Trials
Research &
Discovery
Protein
Separations
$0.6B
Research &
Discovery
Commercial &
Manufacturing
Development &
Clinical Trials
$0.5B
+
+
+++
35% Systems
+
+++
--
2003E
Revenue
65% Reagents
Amersham Sales to Pharmaceutical Customer Base…
Amersham Participates in All Phases of the Process
… New Channel Opportunity for GE Imaging Equipment
($B)
E = Source: Average Analyst Estimates
$/£= 1.66
GE Medical + Amersham: Complementary Skills
GE Brings
Imaging
Information
China
Installed Base
Global Research
Common Capability
Technical Excellence
Global Distribution
Services Mindset
Customer Focus
Amersham Brings
Biotechnology
Chemistry
Pharma Channel
Europe
Installed Base
Great Businesses Today … Better Businesses Tomorrow
The Future:
Molecular Imaging and
Personalized Medicine
Therapy & Diagnostics
Molecular Imaging
Accelerate development of
imaging agents and Information
Development of targeted molecular
biomarkers
Life-Sciences Instruments Growth…
for future molecular diagnostics
Technologies used in drug discovery
migrate to clinical arena
GE Medical Systems + Amersham
Bring Together
Diagnostic Imaging and Life Sciences
Molecular Imaging & Personalized Medicine Vision
Assess Disease Risk for Prevention
Diagnose Earlier to Intervene Earlier
Guide Therapy Selection & Delivery
Monitor Therapeutic Efficacy
Improve Patient
Outcomes
The Approach
Biomarkers
Identified from studies of the
Human Genome & Proteome
The Blueprint
of the Disease
Diagnosing In-Vivo
&
Monitoring Therapy
Effectiveness
Discover The Basis
of Disease
Employ High
Tech Imaging
Diagnose
& Treat
Add Targeted Chemistry
Selectively Binds to Protein /
Gene and Amplifies its Signal
+ Imaging Technology
Using high-sensitivity, high-
resolution imagers
3T MR
PET
PET
-
CT
Heart Disease…#1 Killer
Unique Cardiac Markers
Pre-emptive Diagnosis
Breast, Prostate, Lung
Programmed Cell Death
Proliferation Markers
Neuronal Loss
Cognitive Loss
Inflammatory Response
Airway Remodeling
Immune Cell Response
Cancer…1 in 3 Afflicted
Alzheimer’s
Respiratory…Global Risk
The Molecular Medicine Opportunity
Therapy Evaluation
<2
Metastasis
IV
<5-10
Large, extensive node
IIIb
10-30
Moderate, extensive node
IIIa
30-40
Moderate, local lymph node
IIb
50
Small, local lymph node
IIa
60
Larger, localized
Ib
>70
Small nodule, localized
Ia
Indicative
5yr Survival%
Detection Today
Detection
Tomorrow
Detecting &
Treating
Cancer Earlier
…More Lives
Saved
Survival Rate Based Upon Early Detection
IVD/Chromosome
Diagnostic Image
Therapy Selection
Monitoring
Most common fatal malignancy
85% of patients die of their disease
US direct medical costs >$5 B
Lung
Cancer…
Promise For Key Clinical Needs
Offer Summary
Smart Strategic Transaction… Good Valuation
GE Healthcare Technologies
Valuation
800p per Amersham Share… ~$9.5B
EBIT Multiple In-line with Comps…
Improved With Synergies
Funding
GE Issues Common Shares (~313.5MM)
Exchange Ratio Protections
$200-300MM Synergy Benefit Year 1
Grows to ~$500 by Year 3
2/3 Cost-related
Returns
Accretive to GE EPS & Cash in Yr 2
Slight Dilution to GE ROTC …
Steady Improvement Post-closing
GE = $30.5; $/ £ = 1.66
~$13B
2003
Revenue
Run Rate
Diagnostic Pharma and
Bio-Sciences (Amersham)
~$2.7
Healthcare IT, including
Instrumentarium (closed 10/’03)
~$2.5
Diagnostic Imaging
Equipment and Services
~$8B
17.5% Operating Margin
$2.1B Operating Profit
Solid Double-Digit Growth
Acquisition Recommended by Amersham Board
Deal Summary
LTM 1H FY 2003
The foregoing statements as to financial accretion are not intended to mean that General Electric earnings or earnings per share
for any period will necessarily exceed those of any prior year.
Deal Premium in
Line with Comps
Pre-Deal Trading at Discount
to Comparables
Amersham Transaction–a)
Firm Value/EBITDA–a)
17.1x
Firm Value/EBIT–a)
21.8x
Price Earnings–a)
30.6x
Transaction Valuation Consistent With Comparables
47%
42%
48%
46%
43%
Cross
Border
Healthcare
Avg .
Pharma
GE /
AHM
All
Healthcare
All UK
(a- LTM 1H FY 2003
Share Exchange Mechanism
… Protects Both Amersham and GE Shareholders
Protect Against Partial (21.6%) Decline in GE Share Price (in £)
Receive up to 1% Upside (8p) with GE Share Price Appreciation
Between Posting Date and Close (Approximately 6 Weeks)
Amersham
Shareholders
GE
Shareholders
Amersham & GE Shareholders Protected
313.5
399.9
£14.36
GE Share Decline (in £)
GE Share Appreciation (in £)
£18.32
$30.49
Exchange
Offer
Exchange Offer
Exchange Offer
… Set @ 313.5MM GE Shares
Maximum Offer
… Set @ 399.9MM GE Shares
Offer Calculation
717.9MM Amersham Shares
x £8.00 = £5.7B
£5.7B ÷ £18.32
= 313.5MM GE Shares
FX @ $1.66/ £
Maximum Shares to Be Issued Known Today
Number of GE Shares Issued Decline as GE Share Price (in £) Increases
Year 3
Run Rate:
Significant Cost and Revenue Synergies
$200 - $300 Million Synergy Benefit in Year 1
from Combined Operations
’03 Revenue – LTM 1H’03
’03 Cost – LTM 1H’03
New Customers
Broader Geographic Coverage
Accelerated Product Introduction
Expanded Services Penetration
Sourcing
General & Administrative
Global Infrastructure
Manufacturing Efficiency
Speed to Market
~$9.4
~$2.6
~$2.1
~$7.8
~$12B
~$10B
~3%
~3%
$350 – $400
$300 – $400
Year 3
Run Rate:
($100-200 Margin Benefit)
Financial Outlook
Revenue
($MM)
CAGR
12%
Good Strategic & Financial Combination
Op Profit ~18%
~18%
Accelerate Revenue Growth
Enhance Margin Through Synergies &
Productivity
Good Cash Generation
Acquisition Impact on GE:
Non-Dilutive Year 1 Excluding
In-Process R&D
$0.01 Accretive Year 2
Slight Dilution of Return on Total
Capital
Outlook
Other Considerations
In Process – R&D & Purchase
Accounting
Subject to Regulatory Approvals
Capital Efficient
High Margin
Fast Growth
$9.3
$13
+10%
+13%
Proforma
Run Rate
(LTM 1H 2003)
$/£= 1.66
The foregoing statements as to financial accretion are not intended to mean that General Electric earnings or earnings per share
for any period will necessarily exceed those of any prior year.
Leadership Team
Bill Castell Will Be CEO – GE Healthcare Technologies
& Vice Chairman of GE
Experienced Industry Leader
Well Regarded Global Business Leader
First GE Business Based in Europe
Business Headquartered in U.K.
Strong GEMS Business Led by Joe Hogan & Will
Remain Based in Milwaukee
Industry’s Most Talented Team
GE Medical Systems and Amersham…
… Creating GE Healthcare Technologies
$13 Billion
High Tech,
High Growth,
High Margin
Business
Makes GE Stronger
Positions GE for a New Chapter in Diagnostic Medicine
… Imaging + Diagnostic Pharma + Clinical IT + Biosciences
Creates a Group of Technology & Service-Driven Healthcare
Businesses With Combined ’03 Pro-forma Revenue of $13B
Accelerates the Development of Molecular Imaging & Personalized Medicine
… Technologies Enabling Customers to Treat & Monitor Disease at Each Phase
Expands the Addressable Customer Base Providing New Distribution Channels
Performs Financially for Investors… Accretive by Year 2
~$500MM of Potential Annual Margin Benefits from Synergies by Year 3
Enhances GE Financial Flexibility
The foregoing statements as to financial accretion are not intended to mean that General Electric earnings or earnings per share
for any period will necessarily exceed those of any prior year.
The foregoing does not constitute an offer for sale of any securities or an offer or an invitation to
purchase any such securities. If and when General Electric commences its acquisition for
Amersham securities and the acquisition is implemented by way of a UK scheme of arrangement,
any securities to be issued pursuant to the scheme of arrangement will not be registered under the
Securities Act of 1933 but will be issued in reliance on the exemption provided by Section 3(a)(10)
thereof and Amersham will furnish the acquisition document to the SEC under cover of a Form 6-K.
If and when General Electric and General Electric Investments commence their acquisition for
Amersham securities and the acquisition is implemented by way of an offer rather than a scheme
of arrangement, General Electric will file a registration statement relating to the offer with the SEC.
If General Electric files a registration statement with the SEC, it will contain a prospectus and other
documents relating to the offer. Such prospectus and other documents will contain important
information about General Electric, General Electric Investments, Amersham, the offer and related
matters. Holders of Amersham securities who are US persons or who are located in the United
States are urged to read such prospectus (if any) and other documents that would form part of
such registration statement if and when it becomes available before they make any decision with
respect to the offer. Holders of Amersham securities should also read the related
solicitation/recommendation statement on Schedule 14D-9 that will be filed with the SEC by
Amersham relating to the offer. Such prospectus and any other relevant documents filed by
General Electric and Amersham with the SEC will be available free of charge at the SEC’s web site
at www.sec.gov and from General Electric. These documents will also be available for inspection
and copying at the public reference room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, US. For further information about the public reference room, call the
SEC at +1 800 732 0330.