Exhibit 99.1
H. LUNDBECK A/S
Ottiliavej 9 Tel +45 36 30 13 11 E-mail investor@lundbeck.com [Lundbeck
DK-2500 Valby Kobenhavn Fax +45 36 30 57 42 www.lundbeck.com logo]
Release No 84
21 November 2002
LUNDBECK TO ACQUIRE US-BASED SYNAPTIC
H. Lundbeck A/S today announced that it has signed a definitive merger
agreement with Synaptic Pharmaceutical Corporation, a US-based drug discovery
company, pursuant to which Lundbeck will acquire Synaptic, for $6.50 per
common share in cash, or approximately $121 million. The merger is contingent
on approval by Synaptics stockholders, regulatory approvals and other
customary closing conditions. Synaptic intends to hold a special meeting of
its stockholders to approve the merger in the first quarter of 2003 and to
close the transaction shortly thereafter. Warburg Pincus Private Equity VIII,
L.P., Synaptics largest stockholder, has signed a Voting Agreement with
Lundbeck to vote its shares in favour of the transaction. Warburg Pincus owns
approximately 35% of Synaptic. The transaction has been approved by the Boards
of Directors of Synaptic and Lundbeck.
Acquiring Synaptic will enhance Lundbeck's leadership position in CNS research
and development and provide a US-base for research and development operations
said Erik Sprunk-Jansen, President and CEO of Lundbeck. Synaptic has a number
of CNS projects in discovery, pre-clinical and clinical development that are
focused in our main therapeutic areas of depression, anxiety and psychosis. In
addition, Synaptic provides a foundation for growing our US business.
Errol De Souza, President and CEO of Synaptic said, By joining Lundbeck,
Synaptic will gain significant scientific, clinical development and financial
support to help exploit our proprietary portfolio of G Protein-Coupled
Receptors (GPCRs) and bring our discoveries to market faster. Lundbeck has a
rich tradition of excellent research & development from which Synaptics
projects will benefit. The transaction provides Synaptic stockholders with
immediate liquidity and a premium to recent trading prices. In addition, the
transaction removes future financing risk for Synaptic in this uncertain
environment."
The proposed acquisition of Synaptic is a good strategic fit with Lundbecks
R&D programme and is expected to lead to a significant increase in clinical
development candidates. Synaptics target-driven approach to drug discovery and
development is supported by an outstanding scientific team and proprietary
technology, said Dr Claus Braestrup, Executive Vice President, Head of R&D at
Lundbeck. The objective is to reach a fruitful interaction of the R&D teams in
the companies and simultaneously retain Synaptic as an excellent drug
discovery and innovation unit.
Lundbeck will host a conference call on 21 November 2002 at 4:00 PM (CET,
Copenhagen time) concerning the proposed acquisition of Synaptic. To
participate in the conference call, please call one of the following call in
numbers and quote the password:
H. Lundbeck A/S Page 1 of 3 21 November 2002
Lundbeck to acquire US-based Synaptic Release No 84
<page>
H. LUNDBECK A/S
Ottiliavej 9 Tel +45 36 30 13 11 E-mail investor@lundbeck.com [Lundbeck
DK-2500 Valby Kobenhavn Fax +45 36 30 57 42 www.lundbeck.com logo]
UK: +44 (0) 20 8781 0576
US: +1 303 713 7888
Password: Lundbeck
A replay will be available one hour after the teleconference and will be
accessible for 48 hours. Please call one of the following call in numbers and
quote the access code:
UK: +44 (0) 20 8288 4459
US: +1 703 736 7336
Access code: 922042
The live call and replay will also be available at:
WWW.LUNDBECK.COM/INVESTOR/REPORTSANDPRESENTATIONS/TELECONFERENCE/DEFAULT.ASP
The content of this release will have no influence on the H. Lundbeck Group's
result for 2002. For 2002 Lundbeck expects an increase in revenue of 20-25%
compared to 2001, while the operating profit is expected to increase by 25-30%
compared to 2001. Based on management expectations for 2002, Lundbeck also for
2003 expects to reach the company's long-term financial goals, which are an
increase in revenue of 10-12% and an increase in operating profit of 12-15%.
For further information please contact Hans Henrik Munch-Jensen, CFO of H.
Lundbeck A/S, tel +45 36 30 15 11, ext. 2660 or Steen Juul Jensen, Director of
Corporate Communication & Investor Relations of H. Lundbeck A/S, tel +45 36 30
13 11, ext. 3006.
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Synaptic Pharmaceutical Corporation is a pioneer in the development of
pharmaceuticals that target G protein-coupled receptors (GPCRs) to achieve
superior efficacy and safety in the treatment of disorders such as depression,
diabetes, obesity, pain and incontinence. As of November 21, 2002, Synaptic is
collaborating with Grunenthal GmbH on discovering compounds for the
alleviation of pain and with Kissei Pharmaceutical Co., Ltd. to identify novel
G protein-coupled receptors that can provide new drug discovery targets for
Kissei. Glaxo Group Limited, Eli Lilly and Company, Novartis Pharma A.G. and
Ranbaxy Laboratories Limited have also been granted licenses by Synaptic.
H. Lundbeck A/S is an international pharmaceutical company engaged in the
research and development, production, marketing and sale of drugs for the
treatment of psychiatric and neurological disorders. In 2001, the Companys
revenue was DKK 7.7 billion. The number of employees is approx. 4,800.
ADVISORS
Lundbeck was advised by JPMorgan. Synaptic was advised by Bank of America
Securities.
FORWARD LOOKING STATEMENTS
The forward-looking statements contained in this announcement are based on the
management's current expectations concerning certain future events and
results. These are, of course, subject to uncertainty, and actual results may
therefore differ materially from those expressed by the statements. Further,
H. Lundbeck A/S Page 2 of 3 21 November 2002
Lundbeck to acquire US-based Synaptic Release No 84
<page>
H. LUNDBECK A/S
Ottiliavej 9 Tel +45 36 30 13 11 E-mail investor@lundbeck.com [Lundbeck
DK-2500 Valby Kobenhavn Fax +45 36 30 57 42 www.lundbeck.com logo]
some of the expectations are based upon assumptions about future events, which
may turn out to be incorrect.
ADDITIONAL INFORMATION
Stockholders of Synaptic are urged to read the proxy statement that Synaptic
will file on Schedule 14A with the Securities and Exchange Commission ("SEC")
when it becomes available, and any other relevant documents filed or to be
filed in the future with the SEC because those documents contain important
information about Synaptic, the proposed transactions and related matters.
Investors and security holders can obtain free copies of the proxy statement
at Synaptic's web site, WWW.SYNAPTICCORP.COM or by contacting Investor
Relations, Synaptic Pharmaceutical Corporation, 215 College Road, Paramus, NJ
07652 (Telephone: (201) 261-1331, ext. 1410). Investors and security holders
can also obtain free copies of the proxy statement and other documents filed
by Synaptic and henceforth by Lundbeck with the SEC in connection with the
proposed transactions at the SEC's web site at WWW.SEC.GOV.
In addition to the proxy statement, Synaptic files annual, quarterly and
special reports, proxy statements and other information with the SEC, each of
which are available at the SEC's web site at WWW.SEC.GOV. Lundbeck has not
previously filed any reports or other information with the SEC because
Lundbeck has no securities registered pursuant to the Securities Exchange Act
of 1934, as amended. You may also read and copy any reports, statements and
other information filed by Synaptic and henceforth by Lundbeck at the SEC
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information.
Synaptic, Lundbeck, and their respective directors, executive officers and
certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of Synaptic's stockholders to
approve the proposed transactions. Such individuals may have interests in the
transactions, including as a result of holding options or shares of Synaptic's
stock. Information regarding Lundbeck and its directors and officers is
contained in its DFAN 14A, filed with the SEC on November 21, 2002.
Information regarding Synaptic and its directors and officers is contained in
its proxy statement on Schedule 14A, filed with the SEC on April 8, 2002.
H. Lundbeck A/S Page 3 of 3 21 November 2002
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