Perbio recommends cash offer from Fisher

Perbio recommends cash offer from Fisher Fisher Scientific International Inc. ("Fisher"), a world leading supplier of products and services to science, has today announced a public cash offer ("the Offer") to the shareholders and holders of warrants from 1999 of Perbio Science AB ("Perbio"), through its wholly owned subsidiary FSII Sweden Holdings AB. Summary terms of the Offer: · SEK142.5 paid in cash per share and SEK93.5 paid in cash per warrant under the 1999 program (SEK142.5 net of the exercise price of SEK49). · The Offer values the share capital of Perbio at SEK5.3 billion. · The Offer corresponds to a premium of 28 per cent compared to the volume weighted average Perbio share price over the last 60 trading days of SEK111.6. · The Offer corresponds to a premium of 14 per cent over the closing Perbio share price of SEK125.0 on 25 June, the last trading day prior to the announcement of the Offer. · The Offer document is expected to be distributed on or around 10 July 2003. · The acceptance period is expected to commence on 10 July 2003 and to end on 14 August 2003. "The recommended cash Offer from Fisher represents an attractive Offer to our shareholders. The businesses of Fisher and Perbio are highly complementary and the combined company will be uniquely positioned to service the growing biotechnology and life science markets", says Perbio's chairman Mats Fischier. The Board of Directors of Perbio unanimously recommends that the shareholders and holders of warrants under the 1999 program, of Perbio accept the Offer. The Board of Directors' recommendation is supported by a fairness opinion from its financial adviser, Deutsche Bank AG London. The complete statement from the Board of Directors in relation to the Offer is attached to this press release. Board members and Management who hold shares and/or warrants in Perbio will accept the Offer. As a consequence of the Offer, Perbio will move forward the publishing of its interim report for Q2 2003 to 1 August, 2003. Deutsche Bank AG London ("Deutsche Bank") has acted as financial adviser to Perbio in this process. Facts about Fisher Scientific International Inc. Fisher is a world leading supplier of products and services to science. Fisher offers over 600,000 products and services to more than 350,000 customers in approximately 145 countries, and has approximately 9,000 employees. Fisher's revenues were 2002 USD3.2 billion and net result of USD102 million. Fisher is listed on the New York Stock Exchange (NYSE) and has a market capitalisation of approximately USD1.8 billion. [REMOVED GRAPHICS] FURTHER INFORMATION Mats Fischier, Chairman phone: +46 70 595 18 21 Leland G Foster, CEO phone: +1 435 757 6432 Claes Wenthzel, Vice President & CFOphone: +46 42 26 90 92 or +46 70 862 01 22 Perbio Science AB (publ) is a listed Swedish biotech company with research institutions, pharmaceutical companies and diagnostic companies as its customers. The USA accounts for the bulk of its business. Perbio Science supplies products, systems and services for the study and production of proteins and develops products in the Bioresearch, Cell Culture and Medical Device fields. The group has 1,314 employees and offices in Sweden, the USA and a number of other countries. Its head office is in Helsingborg, Sweden. More information regarding Perbio Science can be found at www.perbio.com Statement by the Board of Directors of Perbio regarding the cash Offer from Fisher Fisher Scientific International Inc. ("Fisher"), has today announced a public cash offer ("the Offer") to the shareholders and holders of warrants from 1999 of Perbio Science AB ("Perbio"), through its wholly owned subsidiary FSII Sweden Holdings AB. The Board of Directors of Perbio has reviewed the Offer and issues the following statement: Fisher is offering the shareholders of Perbio SEK142.5 in cash per share and the warrantholders under the 1999 program SEK93.5 in cash per warrant (SEK142.5 net of the exercise price of SEK49), valuing the company of Perbio at SEK5.3 billion. The Offer corresponds to a premium of 28 per cent compared to the volume-weighted average share price over the last 60 trading days of SEK111.6, and a premium of 14 per cent over the closing share price of SEK125.0 on 25 June, the last trading day prior to the announcement of the Offer. Biotech supplies is a dynamic fast growing industry characterised by an increasing pace of consolidation. Since Perbio obtained a separate listing in 1999, the Board of Directors and management have worked continuously on the long-term development of Perbio based on the strategic objectives set by the Board. Reviewing acquisitions, disposals and business combinations has been a part of the Board work, with the objective to maximise shareholder value. The Perbio share has seen a strong development with an increase of 23.8 per cent since the release of the 2003 Q1 interim report on 28 April 2003. Perbio's revenue and sales are dependent on the exchange rate between the SEK and the US Dollar as Perbio has its principal activities in USA and the major part of its revenues are denominated in US Dollars. Up to this date during 2003, the US Dollar has depreciated against the SEK by approximately 10 per cent. Of note is that the Offer from Fisher corresponds to a valuation, expressed in US Dollars, which is close to Perbio's highest valuation historically. Deutsche Bank AG London (Deutsche Bank) has been requested by the Board of Directors to review the conditions of the Offer to the shareholders and warrantholders of Perbio. In providing its advice to Perbio's Board of Directors, Deutsche Bank has taken into account, among other things, commercial assessments of Perbio's Board of Directors. Deutsche Bank has expressed a view that the Offer is fair from a financial point of view. Against this background, the Board of Directors of Perbio unanimously recommends the shareholders of Perbio and the warrantholders under the 1999 program to accept the Offer. Helsingborg, 26 June, 2003 Perbio Science AB, The Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/06/26/20030626BIT00180/wkr0001.doc http://www.waymaker.net/bitonline/2003/06/26/20030626BIT00180/wkr0002.pdf