Synthes-Stratec Inc. to hold an Extraordinary General Meeting for the purpose of authorizing the issuance of 510,725 new shares
Oberdorf/Switzerland, September 30, 2003
Synthes-Stratec Inc. today announced and published the invitation for an extraordinary General Meeting (EGM) to be held on October 23, 2003 in Basel. The purpose of the EGM is to authorize the board of directors to issue 510,725 shares of common stock to the sellers of the shares of Mathys Medical Ltd. The existing shareholders of Synthes-Stratec, Inc. will therefore have no preemptive rights to subscribe for such shares. The approval of this motion is one of the important conditions to be fulfilled prior to the consummation of the acquisition of Mathys Medical.
In addition, the board of directors proposes an amendment of the Certificate of Incorporation by increasing the maximum number of members of the board of directors from nine to ten directors. This will allow for the appointment of Robert Mathys, jr., to the board of directors of Synthes-Stratec as soon as the transaction has been closed. The company intends to propose that Mr. Mathys be elected for a full three-year term of office at the next ordinary General Meeting of Shareholders in 2004.
To provide shareholders with a basis for a decision, management is publishing prior to the completion of the transaction, key ratios of Mathys business based on 2002 results of the Mathys osteosynthesis business (i.e. the business to be acquired by Synthes – Stratec).
| Gross Sales | CHF 382.7 million |
| (includes sales to Synthes-Stratec) | |
| EBIT | CHF 67.4 million |
| Earnings After Taxes | CHF 47.7 million |
| Total Assets | CHF 325.7 million |
| Net Financial Debt | CHF 37.6 million |
| Stockholders Equity | CHF 195.4 million |
Note: the above mentioned financial figures are based on a carve-out of the osteosynthesis business to be acquired by Synthes-Stratec from the audited financials of Mathys for 2002. The figures are therefore unaudited and not according to US GAAP.
Consolidated Synthes-Stratec and Mathys (osteosynthesis) unaudited pro-forma sales for 2002 amounted to USD 1.2 billion after elimination of intercompany sales.
Closing of the transaction is subject to a number of conditions, in particular, regulatory approvals. Regulatory approval has already been obtained in the United States of America, but is still outstanding in Germany, Slovakia and Russia. Closing is expected to occur in the fourth quarter of 2003 or in the first quarter of 2004, depending on the status of regulatory approvals.
Synthes-Stratec is a leading international medical device company, specializing in the development, manufacturing and marketing of osteosynthesis instruments and implants. Working closely with the AO/ASIF-Foundation (Arbeitsgemeinschaft für Osteosynthesefragen / Association for the study of internal fixation) and with leading surgeons in hospitals all over the world, Synthes-Stratec develops the highest quality osteosynthesis products for surgeons in the specialties of orthopedic trauma, spine, craniomaxillofacial, and veterinary surgery. The company currently employs over 4,100 people, with headquarters in Paoli, Pennsylvania and major operations in Oberdorf, Switzerland.
Mathys, a family-owned company, has worked closely with the AO/ASIF-Foundation since 1958, and is comprised of osteosynthesis and prosthetics businesses, with over 1800 employees. The company, which is headquartered in Bettlach, Switzerland, designs, manufactures, and markets instruments and implants for trauma, spine, craniomaxillofacial and orthopedic surgeons. Mathys’ prosthetics business will not be part of the combination.
Preliminary announcement
The 3rd quarter 2003 sales results will be released on October 14, 2003 at 5:40 pm CET.
For further information please contact
Peter Fehlmann, Investor Relations, Synthes-Stratec, Inc.
Phone: +41 61 965 63 39, Fax: +41 61 965 66 06
e-mail: ir.info@synthes.com