Exhibit 99.1
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H. LUNDBECK A/S TO ACQUIRE US-BASED
SYNAPTIC PHARMACEUTICAL CORP.
H.S. Lundbeck A/S
[Lundbeck Logo]
SAFE HARBOUR STATEMENT
This presentation contains forward-looking statements that reflect the
Management's current views with respect to certain future events and
financial performance.
Statements containing the outlook for 2002 and the following years
naturally involve uncertainties, and consequently actual results may
differ materially from those projected or implied in the forward-looking
statements.
Further, certain forward-looking statements are based on assumptions of
future events, which may prove not to be accurate.
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WHY SYNAPTIC?
o Platform to expand Lundbeck's CNS research in the U.S.
o Strong IPR in G Protein-Coupled Receptors (GPCRs) and other selected
drugable targets
o Significantly strengthens Lundbeck's CNS franchise and portfolio
through a number of depression, anxiety and psychosis projects in
discovery and pre-clinical development
o Significantly increases the potential number of New Chemical
Entities (NCEs) that Lundbeck brings into development annually
o Provides access to a 90-person U.S. drug discovery organization with
an excellent scientific reputation in the GPCR field
o Creates a platform for the continued development of Lundbeck's U.S.
business
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TRANSACTION TERMS
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Offer price $6.50 per Synaptic share in cash
Equity value $120.5 million / kr. 893.4 million[1]
Implied tech value $92.8 million[2]
Expected closing February/March 2003
Shareholder approval The transaction requires the approval of a
(50.1%) of Synaptic's voting stock
Voting agreement Warburg Pincus, the owner of approximately 35% of
Synaptic's shares on an as converted basis, has
agreed to vote their shares in favor of the
proposed transaction and against any alternate
transaction while the Merger Agreement is in
effect
Deal protection o Synaptic has agreed that it will not solicit
interest from other potential buyers
o Synaptic will have to pay a break-up fee in
certain circumstances if it does a transaction
with another party
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Note: Assumes $1 = kr. 7.41
[1] Based on 18.5 million shares outstanding on an as converted basic
basis
[2] Based on Synaptic's cash balance of $27.8 million, as reported in the
third quarter filing dated November 14, 2002
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FINANCIAL IMPACT FOR LUNDBECK
o No financial impact in 2002. For 2002 the company 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
o Based on management expectations for 2002, the company also in 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%
o R&D expenses will not exceed the corporate goal of investing approx
20% of sales in research & development annually
o Transaction will be paid cash. Capex spending in 2003 at level of
2001 - approx DKK 2 billion
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NEXT STEPS
. . . . . .
. . . . . .
Execute . . . . . .
agreement . . . . . .
with Synaptic . Draft . SEC review, . Obtain SEC . . Shareholders . Expected
and Preferred . Preliminary . respond to, . approval, . Shareholder . meeting, close . to close
equity . proxy . SEC . mail proxy . review . merger . 1Q 2003
holders and . statement . comments . . . .
announce . . . . . .
transaction . . . . . .
. . . . . .
o Synaptic o SEC o SEC clears o Synaptic
and counsel reviews final shareholders
draft public proposed document vote on
filing to filing proposal
request o Proxy is
shareholder printed and o Lundbeck
approval distributed to votes
Synaptic Warburg
shareholders Pincus's
shares in
favor of Lundbeck Logo]
agreement
H. LUNDBECK A/S
SPECIALIST IN PSYCHIATRY, Q&A
PIONEERS IN NEUROLOGY
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