-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IR+VrylUbLVEeHYM1oGsMh4KX3wMZHkk4QZd6vOuM3OS471kzMqtjKaB+imJUeR5 18Uh+WWsbUaRR+NNnUDBXw== 0000912057-97-001221.txt : 19970120 0000912057-97-001221.hdr.sgml : 19970120 ACCESSION NUMBER: 0000912057-97-001221 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19970117 SROS: NONE GROUP MEMBERS: NOVARTIS BOITECH HOLDING CORP. GROUP MEMBERS: NOVARTIS INC GROUP MEMBERS: SYSTEMIX, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMIX INC /DE CENTRAL INDEX KEY: 0000876428 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770193369 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-41866 FILM NUMBER: 97507472 BUSINESS ADDRESS: STREET 1: 3155 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158564901 MAIL ADDRESS: STREET 1: 3155 PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS INC CENTRAL INDEX KEY: 0001030617 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13E3 BUSINESS ADDRESS: STREET 1: SCHWARZWALDALLEE 215 STREET 2: 4002 BASEL CITY: SWITZERLAND BUSINESS PHONE: 2128302413 MAIL ADDRESS: STREET 1: SCHWARZWALDALLEE 215 STREET 2: 4002 BASEL CITY: SWITZERLAND STATE: V8 SC 13E3 1 SC 13E3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) SYSTEMIX, INC. (Name of the Issuer) SYSTEMIX, INC. NOVARTIS BIOTECH HOLDING CORP. NOVARTIS INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 371913104 (CUSIP Number of Class of Securities) ROBERT L. THOMPSON, JR., ESQ. IRIS BREST, ESQ. NOVARTIS BIOTECH HOLDING CORP. SYSTEMIX, INC. NOVARTIS INC. 3155 PORTER DRIVE C/O NOVARTIS CORPORATION PALO ALTO, CALIFORNIA 94304 608 FIFTH AVENUE, 10TH FLOOR (415) 813-4119 NEW YORK, NEW YORK 10020 (212) 830-2401
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) WITH COPIES TO: DAVID W. HELENIAK, ESQ. MORRIS J. KRAMER, ESQ. SHEARMAN & STERLING SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 599 LEXINGTON AVENUE 919 THIRD AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022 (212) 848-4000 (212) 735-3000
This statement is filed in connection with (check the appropriate box): a. / / The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. /X/ A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE $90,139,529.40* $18,027.90**
* The total transaction value is based on 14,500,094 Shares outstanding and 2,003,188 Shares reserved for future issuance pursuant to existing options and warrants as of January 10, 1997 less 10,610,099 Shares owned by Purchaser, multiplied by the offer price of $19.50 per share and backing out the exercise price of the options. ** Calculated as 1/50 of the transaction value. /X/ Check box if any part of the fee is offset by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: __$18,027.90____________________________________________ Form of Registration No.: __Schedule 14D-1 (13D (Amendment No. 10))_____________ Filing Party: __Novartis Biotech Holding Corp. and Novartis Inc.________________ Dated Filed: __January 17, 1997_________________________________________________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 1 of 11 Pages Exhibit Index is located on Page 11. INTRODUCTION This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") is being filed by (i) Novartis Biotech Holding Corp., a Delaware corporation ("Purchaser") and an indirect wholly-owned subsidiary of Novartis Inc., a corporation organized under the laws of Switzerland ("Parent"), (ii) Parent and (iii) SyStemix Inc., a Delaware corporation (the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in connection with the tender offer by Purchaser for all the outstanding shares of common stock, par value $.01 per share (the "Shares"), of the Company not already beneficially owned by Purchaser or any of its affiliates, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 17, 1997 (the "Offer to Purchase") and the related Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"), copies of which are filed as Exhibits (d)(1) and (d)(2) hereto, respectively. The following Cross Reference Sheet, prepared pursuant to General Instruction F to Schedule 13E-3, shows the location in the Tender Offer Statement on Schedule 14D-1 filed by Parent and Purchaser (the "Schedule 14D-1") with the Securities and Exchange Commission on the date hereof of the information required to be included in this Schedule 13E-3. The information set forth in the Schedule 14D-1, including all exhibits thereto, is hereby expressly incorporated herein by reference as set forth in the Cross Reference Sheet and the responses in this Schedule 13E-3, and such responses are qualified in their entirety by reference to the information contained in the Offer to Purchase and the annexes thereto. The information contained in this Schedule 13E-3 concerning the Company, including, without limitation, information concerning the background of the transaction, the deliberations of the Company's Board of Directors in connection with the transaction, the opinion of the Company's financial advisor, and the Company's capital structure and historical financial statements, was supplied by the Company. Parent and Purchaser take no responsibility for the accuracy of such information. The information contained in this Schedule 13E-3 concerning Parent and Purchaser was supplied by Parent and Purchaser. The Company takes no responsibility for the accuracy of such information. Page 2 of 11 Pages CROSS REFERENCE SHEET
ITEM IN WHERE LOCATED IN SCHEDULE 13E-3 SCHEDULE 14D-1 - ------------------------------------------------------------------------------------------- --------------------- Item 1(a).................................................................................. Item 1(a) Item 1(b).................................................................................. Item 1(b) Item 1(c).................................................................................. Item 1(c) Item 1(d).................................................................................. * Item 1(e).................................................................................. * Item 1(f).................................................................................. * Item 2(a).................................................................................. Item 2(a) Item 2(b).................................................................................. Item 2(b) Item 2(c).................................................................................. Item 2(c) Item 2(d).................................................................................. Item 2(d) Item 2(e).................................................................................. Item 2(e) Item 2(f).................................................................................. Item 2(f) Item 2(g).................................................................................. Item 2(g) Item 3(a).................................................................................. Item 3(a) and 3(b) Item 3(b).................................................................................. Item 3(b) Item 4..................................................................................... * Item 5..................................................................................... Item 5 Item 6(a).................................................................................. Item 4(a) Item 6(b).................................................................................. * Item 6(c).................................................................................. Item 4(b) Item 6(d).................................................................................. * Item 7(a).................................................................................. Item 5 Item 7(b).................................................................................. * Item 7(c).................................................................................. * Item 7(d).................................................................................. * Item 8..................................................................................... * Item 9..................................................................................... * Item 10(a)................................................................................. Item 6(a) Item 10(b)................................................................................. * Item 11.................................................................................... Item 7 Item 12(a)................................................................................. * Item 12(b)................................................................................. * Item 13.................................................................................... * Item 14.................................................................................... * Item 15(a)................................................................................. * Item 15(b)................................................................................. Item 8 Item 16.................................................................................... Item 10(f) Item 17.................................................................................... Item 11
- ------------------------ * The Item is located in the Schedule 13E-3 only. Page 3 of 11 Pages ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a)-(c) The response to Item 1(a)-(c) of the Schedule 14D-1 is incorporated herein by reference. (d) The information set forth in the Offer to Purchase under "THE TENDER OFFER -- Section 6. Price Range of Shares; Dividends" is incorporated herein by reference. (e) Not applicable. (f) The information set forth in the Offer to Purchase under "SPECIAL FACTORS -- Background of the Offer and the Merger" and "THE TENDER OFFER -- Section 8. Certain Information Concerning Purchaser and Parent" is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d) This Statement is being filed by Purchaser, Parent and the Company. The response to Item 2 of the Schedule 14D-1 is incorporated herein by reference. (e)-(f) The response to Item 2 of the Schedule 14D-1 is incorporated herein by reference with respect to Parent and Purchaser. During the last five years, neither the Company nor, to the best knowledge of the Company, Parent or Purchaser or any director or executive officer of the Company (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. (g) The response to Item 2 of the Schedule 14D-1 is incorporated herein by reference with respect to Parent and Purchaser. The citizenship of the directors and executive officers of the Company are set forth in Schedule I to the Offer to Purchase and are incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)-(b) The response to Item 3 of the Schedule 14D-1 is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in the Offer to Purchase on the cover page thereof and under "INTRODUCTION", "SPECIAL FACTORS -- Background of the Offer and the Merger", "SPECIAL FACTORS -- The Merger Agreement", "THE TENDER OFFER -- Section 1. Terms of the Offer; Expiration Date", "THE TENDER OFFER -- Section 2. Acceptance for Payment and Payment for Shares", "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares", "THE TENDER OFFER - --Section 4. Withdrawal Rights", "THE TENDER OFFER -- Section 10. Dividends and Distributions", "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer", "THE TENDER OFFER -- Section 13. Certain Legal Matters and Regulatory Approvals" and "THE TENDER OFFER -- Section 15. Miscellaneous" is incorporated herein by reference. (b) Not applicable. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(e) The response to Item 5(a)-(e) of the Schedule 14D-1 is incorporated herein by reference. (f)-(g) The response to Item 5(f)-(g) of the Schedule 14D-1 is incorporated herein by reference. ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. (a) The response to Item 4(a) of the Schedule 14D-1 is incorporated herein by reference. Page 4 of 11 Pages (b) The information set forth in the Offer to Purchase in "SPECIAL FACTORS - -- Fees and Expenses" and "THE TENDER OFFER -- Section 14. Fees and Expenses" is incorporated herein by reference. (c) Not applicable. (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) The response to Item 5 of the Schedule 14D-1 is incorporated herein by reference. (b) The information set forth in the Offer to Purchase under "SPECIAL FACTORS -- Recommendation of the Company's Board; Fairness of the Offer and the Merger" and "SPECIAL FACTORS -- Purpose and Structure of the Offer and the Merger; Reasons of Parent and Purchaser for the Offer and the Merger" is incorporated herein by reference. (c)-(d) The information set forth in the Offer to Purchase under "INTRODUCTION", "SPECIAL FACTORS -- Background of the Offer and the Merger", "SPECIAL FACTORS -- Recommendation of the Company's Board; Fairness of the Offer and the Merger", "SPECIAL FACTORS -- Purpose and Structure of the Offer and the Merger; Reasons of Parent and Purchaser for the Offer and the Merger", "SPECIAL FACTORS -- Plans for the Company After the Offer and the Merger; Certain Effects of the Offer, "THE TENDER OFFER -- Section 5. Certain Federal Income Tax Consequences" and "THE TENDER OFFER -- Section 11. Effect of the Offer on the Market for the Shares, NASDAQ Quotation and Exchange Act Registration" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a)-(e) The information set forth in the Offer to Purchase under "INTRODUCTION", "SPECIAL FACTORS -- Background of the Offer and the Merger", "SPECIAL FACTORS -- Recommendation of the Company's Board; Fairness of the Offer and the Merger", "SPECIAL FACTORS -- Position of Parent and Purchaser Regarding Fairness of the Offer and the Merger", "SPECIAL FACTORS -- Purpose and Structure of the Offer and the Merger; Reasons of Parent and Purchaser for the Offer and the Merger" is incorporated herein by reference. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a)-(c) The information set forth in the Offer to Purchase under "SPECIAL FACTORS -- Background of the Offer and the Merger", "SPECIAL FACTORS - --Recommendation of the Company's Board; Fairness of the Offer and the Merger", "SPECIAL FACTORS -- Opinion of Lehman Brothers Inc.", "SPECIAL FACTORS -- Position of Parent and Purchaser Regarding Fairness of the Offer and the Merger", "SPECIAL FACTORS -- Analysis of Financial Advisor to Parent" and in Schedule II is incorporated herein by reference. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) The response to Item 6(a) of the Schedule 14D-1 is incorporated herein by reference. (b) Not applicable. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. The response to Item 7 of the Schedule 14D-1 and the information set forth in the Offer to Purchase under "SPECIAL FACTORS -- Beneficial Ownership of Common Stock" are incorporated herein by reference. Page 5 of 11 Pages ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE OFFER AND THE MERGER. (a)-(b) The information set forth in the Offer to Purchase under "INTRODUCTION", "SPECIAL FACTORS -- Background of the Offer and the Merger", "SPECIAL FACTORS -- Recommendation of the Company's Board; Fairness of the Offer and the Merger", "SPECIAL FACTORS--Interests of Certain Persons in the Offer and the Merger" and "SPECIAL FACTORS -- Beneficial Ownership of Common Stock" is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE OFFER AND THE MERGER. (a) The information set forth in the Offer to Purchase under "SPECIAL FACTORS -- Rights of Stockholders in the Merger", "SPECIAL FACTORS -- The Merger Agreement" and in Schedule III is incorporated herein by reference. (b) Not applicable. (c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) The information set forth in the Offer to Purchase under "THE TENDER OFFER -- Section 7. Certain Information Concerning the Company" is incorporated herein by reference. In addition, the Company's audited financial statements for the fiscal years ended December 31, 1994 and December 31, 1995, and the Company's unaudited financial statements for the period ended September 30, 1996, are attached to the Offer to Purchase as Schedules IV and V thereto, respectively. (b) Not applicable. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) The information set forth in the Offer to Purchase under "SPECIAL FACTORS -- Background of the Offer and the Merger", "SPECIAL FACTORS -- Recommendation of the Company's Board; Fairness of the Offer and the Merger", "SPECIAL FACTORS --Plans for the Company After the Offer and the Merger; Certain Effects of the Merger" and "THE TENDER OFFER -- Section 11. Effect of the Offer on the Market for the Shares, NASDAQ Quotation and Exchange Act Registration" is incorporated herein by reference. (b) The response to Item 8 of the Schedule 14D-1 is incorporated herein by reference. ITEM 16. ADDITIONAL INFORMATION. The response to Item 10(f) of the Schedule 14D-1 is incorporated herein by reference. Page 6 of 11 Pages ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) Not applicable. (b)(1) Opinion of Lehman Brothers Inc., dated January 10, 1997 (attached as Schedule II to Exhibit (d)(1)). (b)(2) Presentation of Lehman Brothers Inc., dated January 6, 1997. (b)(3) Presentation of Morgan Stanley & Co. Incorporated, dated January 6, 1997. (c) Agreement and Plan of Merger, dated as of January 10, 1997, among Parent, Purchaser and the Company. (d)(1) Form of Offer to Purchase dated January 17, 1997. (d)(2) Form of Letter of Transmittal. (d)(3) Form of Letter from Morgan Stanley & Co. Incorporated to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (d)(4) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients. (d)(5) Form of Notice of Guaranteed Delivery. (d)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (d)(7) Summary Advertisement as published in the Wall Street Journal on January 17, 1997. (d)(8) Text of Joint Press Release dated January 13, 1997 issued by the Company and Parent. (e) Summary of Stockholder Appraisal Rights and Section 262 of the Delaware General Corporation Law (attached as Schedule III to Exhibit (d)(1)). (f) Not applicable.
Page 7 of 11 Pages SIGNATURES After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 17, 1997 NOVARTIS BIOTECH HOLDING CORP. By /s/ Robert L. Thompson, Jr. ----------------------------------------- Name: Robert L. Thompson, Jr. Title: Vice President NOVARTIS INC. By /s/ Robert L. Thompson, Jr. ----------------------------------------- Name: Robert L. Thompson, Jr. Title: Attorney-in-Fact Page 8 of 11 Pages SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 17, 1997 SYSTEMIX, INC. By /s/ John J. Schwartz ----------------------------------------- Name: John J. Schwartz, Ph.D. Title: President and Chief Executive Officer Page 9 of 11 Pages POWER OF ATTORNEY ------------------------ KNOW ALL PERSONS BY THESE PRESENTS: That Novartis Inc., a Swiss corporation having its principal place of business in the City of Basle, does hereby make, constitute and appoint: Robert L. Thompson, Jr. of 608 Fifth Avenue, New York, New York; and Wayne Merkelson of 608 Fifth Avenue, New York, New York; or any one of them acting alone, its true and lawful attorneys, for it and in its name, place and stead, with full power of substitution to act on its behalf in connection with all matters related to the Agreement and Plan of Merger, dated as of January 10, 1997, among Novartis Inc., Novartis Biotech Holding Corp. and SyStemix, Inc. and the transactions contemplated thereby, and in general to do all things and to perform on the part of Novartis Inc. all acts as said attorneys, or any one of them acting alone, determines are necessary or advisable in connection therewith, including, without limiting the generality of the foregoing, the execution and delivery of one or more amendments thereto and agreements, certificates and other documents and instruments related thereto, the execution and filing with the United States Securities and Exchange Commission of a Tender Offer Statement on Schedule 14D-1 and a Rule 13e-3 Transaction Statement on Schedule 13E-3, including one or more amendments and supplements thereto, the execution and delivery of a Dealer Manager Agreement with Morgan Stanley & Co. Incorporated and the execution and delivery of any and all other documents and instruments required, contemplated by or deemed advisable in connection with this Power of Attorney and to otherwise act for and in the name of Novartis Inc. and in its behalf with respect to the transactions described herein fully as if the duly authorized officers of Novartis Inc. were then personally present and acting. Novartis Inc. hereby ratifies and confirms all that said attorneys or their substitutes shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, Novartis Inc. has caused this Power of Attorney to be signed by two duly authorized officers this 10th day of January, 1997. NOVARTIS INC. /s/ R. Breu /s/Ch. Mader __________ ___________________ R. Breu Ch. Mader Page 10 of 11 Pages EXHIBIT INDEX
EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE - --------- ---------------------------------------------------------------------------------------- ----------------- (a) Not applicable. (b)(1) Opinion of Lehman Brothers Inc., dated January 10, 1997 (attached as Schedule II to Exhibit (d)(1)). (b)(2) Presentation of Lehman Brothers Inc., dated January 6, 1997. (b)(3) Presentation of Morgan Stanley & Co. Incorporated, dated January 6, 1997. (c) Agreement and Plan of Merger dated as of January 10, 1997 among Parent, Purchaser and the Company. (d)(1) Form of Offer to Purchase dated January 17, 1997. (d)(2) Form of Letter of Transmittal. (d)(3) Form of Letter from Morgan Stanley & Co. Incorporated to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (d)(4) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients. (d)(5) Form of Notice of Guaranteed Delivery. (d)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (d)(7) Summary Advertisement as published in the Wall Street Journal on January 17, 1997. (d)(8) Text of Joint Press Release dated January 13, 1997 issued by the Company and Parent. (e) Summary of Stockholder Appraisal Rights and Section 262 of the Delaware General Corporation Law (attached as Schedule III to Exhibit (d)(1)). (f) Not applicable.
Page 11 of 11 Pages EX-99.(B)(2) 2 EXH. 99.(B)(2) LEHMAN BROS. PRESENTATION DATED Confidential PROJECT CENTENNIAL Presentation to the Independent Board of Directors January 6, 1997 LEHMAN BROTHERS Table of Contents ================================================================================ I. Transaction Summary --------------------------------------------------------------------------- II. Valuation of Sprint A. Stock Price and Volume History B. Comparable Company Analysis C. Historical and Projected Financial Statements D. Discounted Cash Flow Analysis E. Comparable Transaction Analysis --------------------------------------------------------------------------- III. Alternative Financing Environment --------------------------------------------------------------------------- Exhibits A. Comparable Company Analysis B. Comparable Transaction Analysis C. Discounted Cash Flow Analysis D. Summary of Recent Biotechnology Equity Offerings LEHMAN BROTHERS I Transaction Summary ================================================================================ Summary of Proposed Transaction Terms ($ in millions, except per share data)
Proposed Offer Price per Share $19.50 Purchase Premium - --------------------------------------------------------------------------------------- Over Initial Pre-Announcement Closing Price of $11.00 (5/23/96) 77.3% Over Current Pre-Announcement Closing Price of $15.06 (1/3/97) 29.5% Over Previous 30 Day Closing Price of $14.50 34.5% Over 52 Week High of $18.63 (5/24/96) 4.7% Over 52 Week Low of $11.00 (5/23/96) 77.3% - --------------------------------------------------------------------------------------- Cost of Outstanding Shares (a)(e) $ 75,832,965 Plus Cost of Conversion Shares(b)(c) 33,036,530 Less Option Proceeds (28,387,697) ----------- Consideration Paid(d) 80,481,798 Implied Value of Hurdle Shares at $19.50 per Share 206,896,931 ----------- Implied Equity Value 287,378,728 Less Net Cash(f) (19,012,000) ----------- Implied Firm Value 268,366,728 =========== Firm Value Ranking Among All Public Biotechnology Companies (over 300) + 30(g)
- ----------- (a) Assumes 3,888,870 shares outstanding (b) All 1,694,181 options are assumed to vest upon completion of transaction. (c) Assumes an average exercise price of $16.76 for all vested options. (d) Consideration Paid calculation does not include fees and expenses. (e) Assumes Hurdle owns 10,610,099 shares. Excludes 1,367,000 of Hurdles out-of-the-money warrants with an exercise price of $27.50 per warrant. (f) Net Cash at 12/31/96 includes $25.0 million of cash and $6.0 million of debt, per discussion with Company management. (g) Excludes eight companies with substantial revenues and profits. 1 Transaction Summary ================================================================================ Ownership (000) Sprint Ownership September 30, 1996 - -------------------------------------------------------------------------------- Shares Value % Ownership ------ ----- ----------- Beneficial Owners (>5%) Sandoz Ltd. 10,610 $159,788 73.2% Morgan Guarantee Trust Co.(a) 1,252 18,853 8.6 ------ -------- ----- Total Beneficial Owners 11,862 178,641 81.8 Institutional Holdings 1,290 19,432 8.9 Officers, Directors and Management(b) 191 2,872 1.3 Other Shareholders 1,156 17,409 8.0 ------ -------- ----- Total Shares Outstanding 14,499 $218,354 100.0% ====== ======== ===== - ----------- (a) Morgan Guarantee Trust Co. Shares held by Eli Jacobs. (b) Represents total shares held by officers, directors and senior management per the Company's May 31, 1996 Proxy Statement. Excludes all options. LEHMAN BROTHERS II LEHMAN BROTHERS A Stock Price and Volume History ================================================================================ Sprint Share Price History 8/7/91 (IPO) to 1/3/97 [The following table was represented as a line graph in the printed material.] Date Volume High Low Close - --------------------------------------------------------------- 08/07/91 762700 21.750 20.500 20.750 08/08/91 124100 22.250 20.500 21.500 08/09/91 72500 23.500 21.750 22.250 08/12/91 24400 22.750 21.000 21.500 08/13/91 120000 21.500 20.750 20.750 08/14/91 27200 21.250 20.750 21.250 08/15/91 122700 21.500 21.000 21.500 08/16/91 7800 21.750 21.000 21.000 08/19/91 155700 20.250 19.000 19.000 08/20/91 172300 19.750 19.125 19.125 08/21/91 11300 20.000 19.250 19.750 08/22/91 46500 20.250 19.750 20.000 08/23/91 28100 20.000 19.500 19.750 08/26/91 32600 21.000 19.750 21.000 08/27/91 87700 23.500 21.000 23.375 08/28/91 83800 24.250 23.000 23.750 08/29/91 276100 25.750 23.500 25.250 08/30/91 6900 25.750 25.000 25.375 09/02/91 #N/A 25.750 25.000 25.375 09/03/91 18100 26.000 25.000 26.000 09/04/91 14200 26.000 25.500 25.875 09/05/91 8000 26.000 25.000 25.000 09/06/91 111400 27.000 25.000 26.250 09/09/91 339600 32.000 27.000 31.750 09/10/91 285800 35.500 31.250 32.250 09/11/91 161000 32.500 30.500 32.125 09/12/91 113200 35.000 32.500 34.750 09/13/91 75500 36.000 33.000 33.250 09/16/91 43400 34.000 33.000 33.500 09/17/91 49500 33.000 30.500 31.250 09/18/91 82800 32.250 30.500 31.750 09/19/91 120000 34.000 31.250 33.250 09/20/91 123500 35.250 34.000 34.250 09/23/91 98500 34.250 31.750 32.500 09/24/91 127000 32.500 29.500 31.500 09/25/91 93700 31.500 30.500 31.000 09/26/91 41000 31.750 30.500 31.000 09/27/91 34700 32.000 31.000 31.250 09/30/91 20800 32.500 31.000 32.000 10/01/91 199500 35.750 32.750 35.000 10/02/91 84000 36.000 34.500 34.750 10/03/91 39600 34.750 33.000 33.500 10/04/91 29100 33.875 32.250 32.500 10/07/91 136500 32.750 29.250 29.375 10/08/91 55100 30.250 28.500 29.000 10/09/91 28400 29.250 27.000 27.500 10/10/91 120900 27.750 25.000 27.250 10/11/91 79000 29.500 28.000 29.250 10/14/91 47000 31.500 29.250 31.250 10/15/91 79300 32.750 31.000 32.000 10/16/91 77300 33.000 31.250 32.000 10/17/91 46200 32.750 31.250 31.750 10/18/91 18600 33.250 31.750 33.250 10/21/91 49400 33.250 31.500 32.500 10/22/91 28200 33.750 32.000 32.500 10/23/91 206500 38.750 32.000 37.250 10/24/91 112700 38.500 33.250 34.500 10/25/91 69700 34.000 31.500 33.250 10/28/91 24000 34.000 33.250 34.000 10/29/91 22100 34.750 33.250 33.250 10/30/91 15800 34.750 33.750 34.500 10/31/91 130700 40.250 34.750 39.500 11/01/91 803200 44.500 42.250 44.000 11/04/91 615800 47.750 45.750 47.500 11/05/91 275100 52.750 47.000 51.875 11/06/91 392900 56.250 52.375 55.000 11/07/91 398800 54.500 45.250 50.000 11/08/91 101900 50.500 47.500 48.500 11/11/91 24600 49.000 47.500 48.750 11/12/91 98000 48.750 45.500 46.000 11/13/91 171500 46.250 43.750 44.750 11/14/91 217400 45.000 40.500 40.750 11/15/91 566200 40.500 32.250 34.750 11/18/91 412700 39.500 32.000 39.000 11/19/91 358800 39.000 33.500 36.250 11/20/91 154400 37.500 33.000 35.500 11/21/91 49900 37.500 34.500 35.500 11/22/91 77800 36.500 32.250 34.250 11/25/91 38900 34.750 32.500 33.750 11/26/91 70500 35.000 33.500 34.000 11/27/91 38400 34.750 33.500 34.000 11/28/91 #N/A 34.750 33.500 34.000 11/29/91 13700 34.750 33.500 34.375 12/02/91 47300 35.000 32.750 35.000 12/03/91 71700 35.000 33.750 34.500 12/04/91 64700 35.000 34.000 34.500 12/05/91 152200 34.750 33.000 33.375 12/06/91 45600 34.500 33.250 33.750 12/09/91 80800 34.500 33.250 33.500 12/10/91 30800 34.250 32.500 33.500 12/11/91 19200 34.250 32.750 33.500 12/12/91 43300 33.500 32.750 33.000 12/13/91 34000 33.750 33.000 33.250 12/16/91 627400 57.000 33.250 53.000 12/17/91 485200 56.000 53.250 55.000 12/18/91 120900 55.000 54.000 54.500 12/19/91 64700 55.000 54.000 54.000 12/20/91 429200 54.500 53.000 53.000 12/23/91 37900 54.000 53.000 53.250 12/24/91 55300 54.000 53.250 53.750 12/25/91 #N/A 54.000 53.250 53.750 12/26/91 6200 54.000 53.500 53.500 12/27/91 42700 54.000 53.500 53.500 12/30/91 42700 54.500 53.500 54.000 12/31/91 58800 55.250 53.750 54.750 01/01/92 #N/A 55.250 53.750 54.750 01/02/92 175300 55.000 54.500 54.500 01/03/92 44400 55.500 54.750 55.000 01/06/92 56400 56.500 55.000 56.000 01/07/92 117600 58.750 56.000 58.500 01/08/92 102200 58.750 57.750 58.500 01/09/92 64700 59.000 58.000 59.000 01/10/92 47100 59.000 58.250 59.000 01/13/92 9700 59.000 58.250 58.500 01/14/92 56900 59.500 58.500 59.000 01/15/92 127000 60.250 59.250 59.625 01/16/92 7600 60.250 59.250 60.250 01/17/92 59600 60.375 59.250 59.750 01/20/92 14500 60.000 58.750 58.750 01/21/92 2800 59.500 58.750 58.750 01/22/92 74400 60.500 59.000 60.250 01/23/92 17000 60.500 59.750 60.250 01/24/92 24600 60.250 59.750 59.750 01/27/92 20600 60.000 59.500 59.500 01/28/92 97100 59.500 58.500 59.000 01/29/92 84200 59.000 58.000 58.000 01/30/92 64600 58.500 57.750 58.250 01/31/92 102800 58.500 57.500 57.500 02/03/92 1000 58.250 58.000 58.000 02/04/92 17000 58.250 57.500 57.500 02/05/92 66400 58.250 56.750 56.750 02/06/92 107400 57.250 56.250 56.250 02/07/92 78600 57.000 55.750 55.750 02/10/92 55700 56.250 55.250 55.250 02/11/92 163000 55.750 54.750 55.500 02/12/92 42400 55.250 54.750 55.250 02/13/92 38700 55.250 54.750 55.000 02/14/92 64700 55.250 54.000 54.000 02/17/92 #N/A 55.250 54.000 54.000 02/18/92 26100 55.000 54.250 54.750 02/19/92 112800 52.500 39.750 39.750 02/20/92 20500 40.250 39.750 40.250 02/21/92 80200 41.750 40.000 41.500 02/24/92 1800 41.500 41.000 41.000 02/25/92 18600 41.500 41.000 41.500 02/26/92 2200 41.500 41.250 41.500 02/27/92 11000 41.750 41.000 41.250 02/28/92 20100 41.750 40.750 40.750 03/02/92 42300 41.500 40.500 41.500 03/03/92 15900 41.500 40.250 40.625 03/04/92 44100 40.750 38.500 38.500 03/05/92 116600 39.000 35.250 35.250 03/06/92 30200 36.250 35.250 36.000 03/09/92 25600 36.250 35.500 36.000 03/10/92 9400 36.500 35.750 36.500 03/11/92 9600 36.500 35.750 36.000 03/12/92 98600 36.250 35.750 35.875 03/13/92 63800 36.250 35.750 36.000 03/16/92 9500 36.125 35.750 36.125 03/17/92 55200 36.500 35.500 35.625 03/18/92 1700 36.250 35.750 35.750 03/19/92 3000 36.250 35.750 35.750 03/20/92 13300 36.000 35.750 35.750 03/23/92 92200 36.000 35.750 35.750 03/24/92 23100 36.000 35.500 35.500 03/25/92 1600 36.000 35.500 36.000 03/26/92 6800 36.000 35.500 35.500 03/27/92 9500 36.000 35.500 35.625 03/30/92 20900 36.000 34.250 34.250 03/31/92 13800 35.000 34.250 34.375 04/01/92 11300 35.000 34.250 34.250 04/02/92 27200 35.500 34.250 35.000 04/03/92 16400 35.500 34.500 34.500 04/06/92 7000 35.500 34.500 34.750 04/07/92 21200 35.250 34.250 34.250 04/08/92 30600 34.250 33.250 33.500 04/09/92 3900 34.250 33.500 33.500 04/10/92 49300 33.750 31.000 31.500 04/13/92 20500 32.250 30.250 31.250 04/14/92 34600 31.250 28.250 28.625 04/15/92 41100 29.750 28.500 28.750 04/16/92 16500 29.500 28.500 29.500 04/17/92 #N/A 29.500 28.500 29.500 04/20/92 47600 29.500 27.250 29.000 04/21/92 28900 30.500 28.750 30.375 04/22/92 16700 29.875 28.500 28.500 04/23/92 11300 29.000 28.000 28.125 04/24/92 5900 29.250 28.000 28.000 04/27/92 4900 28.125 27.750 28.125 04/28/92 3300 28.250 27.250 27.250 04/29/92 8900 28.000 27.000 27.000 04/30/92 30300 29.500 27.250 29.250 05/01/92 8100 29.500 28.500 29.250 05/04/92 4400 29.250 29.250 29.250 05/05/92 30400 29.750 28.250 29.750 05/06/92 4400 30.750 29.750 30.750 05/07/92 5900 30.750 29.750 30.500 05/08/92 1100 30.500 29.500 30.500 05/11/92 300 29.500 29.500 29.500 05/12/92 3000 29.500 29.500 29.500 05/13/92 300 30.500 29.500 29.500 05/14/92 166700 30.000 28.000 28.000 05/15/92 32900 29.000 27.750 28.000 05/18/92 16100 28.250 27.000 27.750 05/19/92 6900 27.750 27.000 27.750 05/20/92 47500 28.000 27.000 27.750 05/21/92 1600 27.750 27.250 27.750 05/22/92 1200 27.000 27.000 27.000 05/25/92 #N/A 27.000 27.000 27.000 05/26/92 200 27.750 27.750 27.750 05/27/92 31000 27.750 25.750 25.750 05/28/92 1400 26.000 25.000 25.000 05/29/92 6400 26.250 26.000 26.000 06/01/92 10200 26.250 25.000 25.500 06/02/92 2200 26.250 25.250 25.250 06/03/92 12200 26.250 25.250 26.250 06/04/92 24600 27.500 25.500 26.250 06/05/92 23400 27.500 26.500 27.000 06/08/92 600 26.500 26.500 26.500 06/09/92 8100 27.500 26.500 27.000 06/10/92 9600 27.500 26.500 27.500 06/11/92 10300 27.500 26.500 27.500 06/12/92 1800 27.750 26.500 26.500 06/15/92 3000 27.750 26.500 27.750 06/16/92 5100 27.750 26.500 26.500 06/17/92 15500 28.250 27.000 27.500 06/18/92 500 28.250 28.250 28.250 06/19/92 11800 28.750 27.000 28.750 06/22/92 4100 28.500 27.000 28.500 06/23/92 5400 27.750 27.000 27.750 06/24/92 3600 28.250 27.250 28.250 06/25/92 0 28.250 27.250 27.250 06/26/92 6000 28.250 27.250 28.250 06/29/92 19900 28.750 27.250 28.750 06/30/92 21900 29.250 27.750 29.250 07/01/92 8800 29.500 29.250 29.250 07/02/92 1700 29.500 29.250 29.250 07/03/92 #N/A 29.500 29.250 29.250 07/06/92 6600 29.250 28.000 29.250 07/07/92 8300 29.500 28.250 29.500 07/08/92 300 29.500 28.250 28.750 07/09/92 2500 29.500 28.250 29.500 07/10/92 12700 29.500 28.500 28.500 07/13/92 8900 29.125 28.750 29.000 07/14/92 700 29.750 29.375 29.750 07/15/92 12900 30.750 29.250 30.750 07/16/92 2200 30.750 30.750 30.750 07/17/92 4900 30.000 29.750 29.750 07/20/92 6700 30.000 29.750 29.750 07/21/92 500 30.750 30.000 30.000 07/22/92 10700 30.750 30.750 30.750 07/23/92 30800 31.750 30.125 30.750 07/24/92 11600 32.000 31.000 32.000 07/27/92 7100 32.500 31.250 32.500 07/28/92 29700 36.250 32.250 36.000 07/29/92 82200 39.500 36.000 37.000 07/30/92 8000 37.000 35.750 36.500 07/31/92 7300 37.000 35.250 36.500 08/03/92 11400 36.500 35.500 35.750 08/04/92 6500 36.750 35.750 36.250 08/05/92 2800 36.500 35.750 35.750 08/06/92 5900 36.000 35.250 35.250 08/07/92 5700 36.000 33.750 33.750 08/10/92 400 35.250 34.250 34.750 08/11/92 3400 35.250 34.000 34.250 08/12/92 5600 35.750 34.750 34.750 08/13/92 6700 35.000 33.750 33.750 08/14/92 4500 34.500 33.000 33.000 08/17/92 196900 27.500 21.500 23.750 08/18/92 88600 25.500 22.750 24.625 08/19/92 47900 24.750 23.000 23.750 08/20/92 32000 23.500 22.000 22.000 08/21/92 13500 23.000 21.750 21.750 08/24/92 30200 22.750 19.500 20.000 08/25/92 24300 20.250 19.500 20.000 08/26/92 1500 20.500 19.750 19.750 08/27/92 1700 20.500 19.750 19.750 08/28/92 7900 20.250 19.000 19.250 08/31/92 6600 20.250 19.000 20.000 09/01/92 2600 20.250 19.000 20.250 09/02/92 600 20.250 19.000 19.000 09/03/92 9900 20.750 20.000 20.000 09/04/92 9200 21.000 19.750 19.750 09/07/92 #N/A 21.000 19.750 19.750 09/08/92 17800 22.500 20.000 21.250 09/09/92 5300 21.500 20.750 21.500 09/10/92 27200 22.000 20.750 21.000 09/11/92 5600 21.625 20.750 20.750 09/14/92 3500 22.250 21.000 21.750 09/15/92 900 22.250 20.750 21.000 09/16/92 1900 22.000 20.750 22.000 09/17/92 200 22.000 20.750 20.750 09/18/92 1300 22.000 20.250 22.000 09/21/92 1000 22.000 20.750 20.750 09/22/92 9900 22.000 20.750 20.750 09/23/92 22100 21.500 20.250 20.750 09/24/92 14300 20.750 19.500 20.000 09/25/92 18100 20.500 19.250 19.250 09/28/92 300 20.000 20.000 20.000 09/29/92 19900 19.750 18.500 19.125 09/30/92 15800 19.500 18.750 19.000 10/01/92 3200 19.500 19.250 19.250 10/02/92 700 19.000 19.000 19.000 10/05/92 1700 19.500 18.500 19.500 10/06/92 14700 19.500 18.750 19.250 10/07/92 1000 18.750 18.750 18.750 10/08/92 15500 19.000 18.000 18.250 10/09/92 1900 19.250 18.250 18.250 10/12/92 8400 19.250 18.250 19.250 10/13/92 18200 19.250 18.250 19.250 10/14/92 30900 19.250 18.250 18.875 10/15/92 16200 19.000 18.250 18.500 10/16/92 17600 19.000 18.500 19.000 10/19/92 3200 19.000 18.500 18.500 10/20/92 1000 19.000 18.500 18.500 10/21/92 700 19.000 18.500 18.500 10/22/92 24500 19.000 18.500 18.750 10/23/92 0 19.500 18.750 18.750 10/26/92 3000 19.500 18.750 19.500 10/27/92 9100 21.000 19.250 20.000 10/28/92 1700 20.500 19.250 19.250 10/29/92 1000 20.500 20.500 20.500 10/30/92 900 20.500 19.000 20.000 11/02/92 1200 20.500 19.500 20.500 11/03/92 19000 21.000 19.750 21.000 11/04/92 8900 21.000 20.125 20.500 11/05/92 12600 22.625 20.000 22.625 11/06/92 36000 24.000 22.250 23.750 11/09/92 12800 24.500 23.250 23.250 11/10/92 7600 24.750 23.250 23.250 11/11/92 17900 24.000 22.250 24.000 11/12/92 19900 24.250 21.750 22.250 11/13/92 700 22.000 22.000 22.000 11/16/92 4800 23.000 22.000 23.000 11/17/92 600 23.000 22.000 22.000 11/18/92 800 23.000 22.000 22.000 11/19/92 200 23.000 23.000 23.000 11/20/92 1900 23.000 22.000 23.000 11/23/92 5500 23.000 22.000 22.500 11/24/92 10900 23.000 22.000 23.000 11/25/92 24900 23.000 22.000 22.875 11/26/92 #N/A 23.000 22.000 22.875 11/27/92 14100 22.250 22.000 22.000 11/30/92 14100 22.750 22.500 22.750 12/01/92 6000 23.000 22.250 23.000 12/02/92 7800 23.500 22.500 23.500 12/03/92 16400 25.000 23.000 23.500 12/04/92 14800 24.500 23.500 24.000 12/07/92 22200 24.500 23.500 24.500 12/08/92 8700 25.000 23.750 25.000 12/09/92 4600 25.250 24.500 24.500 12/10/92 2200 25.250 24.500 25.250 12/11/92 10700 25.000 24.000 24.000 12/14/92 6500 25.000 24.000 24.000 12/15/92 25300 25.000 22.750 22.750 12/16/92 8600 23.250 22.750 23.250 12/17/92 6300 22.875 22.750 22.750 12/18/92 8100 23.000 22.500 22.625 12/21/92 10700 23.000 22.500 23.000 12/22/92 6300 23.500 22.500 22.750 12/23/92 27100 24.000 22.750 23.000 12/24/92 1300 22.875 22.750 22.875 12/25/92 #N/A 22.875 22.750 22.875 12/28/92 3200 23.750 22.750 22.750 12/29/92 2300 23.125 22.750 22.750 12/30/92 1900 23.000 22.750 23.000 12/31/92 5800 23.500 23.000 23.125 01/01/93 #N/A 23.500 23.000 23.125 01/04/93 20800 23.750 23.000 23.500 01/05/93 19500 24.750 23.250 24.000 01/06/93 3500 25.000 24.250 24.250 01/07/93 5800 25.250 24.500 24.500 01/08/93 7100 25.000 24.250 25.000 01/11/93 6000 24.500 24.000 24.500 01/12/93 300 24.000 24.000 24.000 01/13/93 1500 24.500 24.000 24.000 01/14/93 3800 24.500 24.000 24.500 01/15/93 200 25.000 24.000 25.000 01/18/93 3200 25.250 24.000 25.000 01/19/93 20400 25.000 24.500 25.000 01/20/93 33900 25.000 24.750 24.875 01/21/93 200 24.250 24.250 24.250 01/22/93 5400 24.250 24.000 24.000 01/25/93 1200 24.000 24.000 24.000 01/26/93 2600 24.250 23.750 23.750 01/27/93 21600 24.000 23.000 23.000 01/28/93 300 23.500 23.500 23.500 01/29/93 600 23.750 22.750 22.750 02/01/93 500 22.750 22.750 22.750 02/02/93 3500 23.750 22.750 23.750 02/03/93 1500 23.000 22.750 22.750 02/04/93 8300 23.000 21.750 22.750 02/05/93 17000 22.500 20.250 20.250 02/08/93 17900 20.000 18.750 19.000 02/09/93 8200 19.500 19.000 19.000 02/10/93 2700 19.500 18.250 18.500 02/11/93 6500 19.000 18.250 18.750 02/12/93 22100 19.750 18.250 18.250 02/15/93 #N/A 19.750 18.250 18.250 02/16/93 2100 19.750 18.750 19.750 02/17/93 7400 20.250 18.750 20.250 02/18/93 1600 20.500 19.750 20.500 02/19/93 1300 20.500 19.000 20.500 02/22/93 5400 20.500 19.250 19.250 02/23/93 16000 20.750 19.000 19.000 02/24/93 10700 20.250 18.625 18.625 02/25/93 6000 19.250 18.000 18.000 02/26/93 7200 19.000 17.750 18.250 03/01/93 2900 18.250 17.750 18.250 03/02/93 6700 18.250 17.000 18.250 03/03/93 0 18.250 17.000 17.000 03/04/93 1600 18.000 17.000 17.000 03/05/93 18000 17.625 17.500 17.500 03/08/93 1100 17.750 17.000 17.000 03/09/93 800 17.750 17.000 17.000 03/10/93 12900 17.625 16.250 16.250 03/11/93 700 17.250 15.750 17.250 03/12/93 7000 16.750 16.250 16.750 03/15/93 3200 16.250 16.250 16.250 03/16/93 74100 17.000 16.000 16.625 03/17/93 10000 18.000 16.250 17.500 03/18/93 11600 18.500 17.500 17.500 03/19/93 500 18.250 17.250 18.250 03/22/93 1900 18.250 17.250 17.500 03/23/93 200 17.250 17.250 17.250 03/24/93 300 18.250 17.000 17.000 03/25/93 0 18.250 17.000 17.000 03/26/93 1500 17.000 17.000 17.000 03/29/93 14000 18.250 17.250 18.000 03/30/93 14200 19.250 18.250 18.500 03/31/93 10500 20.500 18.500 20.000 04/01/93 23900 19.000 18.250 19.000 04/02/93 1900 19.500 19.500 19.500 04/05/93 14000 19.000 17.750 17.750 04/06/93 100 17.750 17.750 17.750 04/07/93 100 17.750 17.750 17.750 04/08/93 2200 19.000 17.750 17.750 04/09/93 #N/A 19.000 17.750 17.750 04/12/93 300 19.000 19.000 19.000 04/13/93 1000 19.000 17.750 17.750 04/14/93 60100 18.500 17.750 18.500 04/15/93 1900 19.250 18.250 18.250 04/16/93 100 19.250 19.250 19.250 04/19/93 51300 18.750 18.250 18.250 04/20/93 0 19.250 18.250 18.250 04/21/93 6600 19.250 18.500 18.875 04/22/93 7700 19.250 18.500 18.500 04/23/93 13200 18.500 17.750 18.000 04/26/93 11900 18.500 16.750 16.750 04/27/93 17200 17.000 16.750 16.875 04/28/93 3200 17.500 16.750 17.500 04/29/93 0 18.250 16.750 16.750 04/30/93 2100 17.250 16.750 17.250 05/03/93 1000 16.875 16.875 16.875 05/04/93 1900 18.000 16.750 16.750 05/05/93 700 18.000 18.000 18.000 05/06/93 1000 17.500 17.500 17.500 05/07/93 800 16.750 16.750 16.750 05/10/93 2700 17.000 16.750 16.750 05/11/93 1000 17.750 17.750 17.750 05/12/93 5200 17.750 16.750 17.000 05/13/93 200 16.750 16.750 16.750 05/14/93 0 17.500 16.750 16.750 05/17/93 5700 17.500 16.875 17.000 05/18/93 3000 16.750 16.750 16.750 05/19/93 4300 17.500 16.750 17.250 05/20/93 101300 17.500 16.750 17.125 05/21/93 31100 17.500 16.750 17.000 05/24/93 1100 16.750 16.750 16.750 05/25/93 2200 17.750 17.000 17.000 05/26/93 200 17.000 17.000 17.000 05/27/93 3000 17.750 17.000 17.000 05/28/93 1500 18.750 17.250 18.000 05/31/93 #N/A 18.750 17.250 18.000 06/01/93 500 17.250 17.250 17.250 06/02/93 4400 18.500 17.750 18.000 06/03/93 4400 18.500 18.000 18.250 06/04/93 17600 18.000 17.250 18.000 06/07/93 1700 18.000 17.750 17.750 06/08/93 600 17.750 17.750 17.750 06/09/93 5600 17.750 17.250 17.500 06/10/93 200 17.250 17.250 17.250 06/11/93 200 18.000 18.000 18.000 06/14/93 1200 18.000 17.250 17.375 06/15/93 0 18.000 17.250 17.250 06/16/93 1200 17.500 17.250 17.500 06/17/93 0 17.750 16.750 16.750 06/18/93 0 17.750 16.750 16.750 06/21/93 3700 18.000 16.750 17.000 06/22/93 1400 18.000 17.000 17.000 06/23/93 300 17.000 17.000 17.000 06/24/93 12500 18.750 18.000 18.000 06/25/93 5800 18.250 17.500 17.500 06/28/93 2400 18.125 18.000 18.125 06/29/93 500 18.500 18.000 18.500 06/30/93 3400 18.500 18.000 18.500 07/01/93 8800 18.500 18.125 18.250 07/02/93 10600 18.250 17.500 17.750 07/05/93 #N/A 18.250 17.500 17.750 07/06/93 0 18.500 17.750 17.750 07/07/93 1100 18.500 18.500 18.500 07/08/93 3800 18.250 18.000 18.250 07/09/93 0 18.250 17.750 17.750 07/12/93 3800 18.250 17.750 18.000 07/13/93 3200 18.000 17.750 18.000 07/14/93 1400 18.250 18.000 18.000 07/15/93 2500 18.000 18.000 18.000 07/16/93 2600 18.250 18.000 18.000 07/19/93 5300 18.125 18.000 18.000 07/20/93 11800 17.875 17.000 17.000 07/21/93 1200 18.000 16.500 18.000 07/22/93 1800 17.500 16.500 17.375 07/23/93 1200 16.500 16.500 16.500 07/26/93 300 18.000 16.500 18.000 07/27/93 2000 17.500 17.000 17.500 07/28/93 900 18.000 17.000 17.000 07/29/93 1400 18.000 17.000 17.750 07/30/93 1000 18.000 17.000 17.000 08/02/93 0 18.000 17.000 17.000 08/03/93 0 18.000 17.000 17.000 08/04/93 200 17.000 17.000 17.000 08/05/93 2800 17.500 17.000 17.000 08/06/93 500 17.750 17.000 17.750 08/09/93 2300 17.750 16.500 17.750 08/10/93 3100 17.750 16.500 17.000 08/11/93 6100 17.500 16.875 17.500 08/12/93 700 18.000 17.375 17.500 08/13/93 0 18.000 17.000 17.000 08/16/93 900 18.000 17.000 18.000 08/17/93 1500 16.750 16.750 16.750 08/18/93 9600 18.000 16.750 16.750 08/19/93 12200 18.000 16.750 16.750 08/20/93 300 17.500 16.750 16.750 08/23/93 9800 17.000 16.000 17.000 08/24/93 15300 17.000 16.750 16.750 08/25/93 5800 17.000 16.250 16.500 08/26/93 1000 16.000 16.000 16.000 08/27/93 2200 16.750 16.625 16.750 08/30/93 500 16.750 16.000 16.750 08/31/93 100 16.000 16.000 16.000 09/01/93 1800 16.750 16.000 16.000 09/02/93 18700 16.250 15.750 16.250 09/03/93 3500 16.250 15.750 16.125 09/06/93 #N/A 16.250 15.750 16.125 09/07/93 2500 16.250 16.000 16.250 09/08/93 8700 16.250 15.750 16.000 09/09/93 8800 16.250 15.750 16.000 09/10/93 300 16.250 15.750 15.750 09/13/93 600 16.250 15.750 16.000 09/14/93 200 15.750 15.750 15.750 09/15/93 10900 16.250 16.125 16.250 09/16/93 18200 16.500 16.125 16.500 09/17/93 3000 16.625 16.500 16.500 09/20/93 19500 18.000 16.750 18.000 09/21/93 200 18.000 18.000 18.000 09/22/93 1000 17.500 17.250 17.250 09/23/93 1100 18.000 17.250 17.250 09/24/93 1800 17.750 17.000 17.000 09/27/93 4600 18.000 17.500 18.000 09/28/93 4900 18.000 17.500 17.625 09/29/93 200 17.750 17.750 17.750 09/30/93 1200 17.750 17.250 17.625 10/01/93 900 17.250 17.250 17.250 10/04/93 7400 17.750 17.500 17.750 10/05/93 6800 17.750 17.500 17.500 10/06/93 1000 17.500 17.500 17.500 10/07/93 3700 17.625 17.500 17.625 10/08/93 7700 17.750 17.750 17.750 10/11/93 5300 18.000 17.500 18.000 10/12/93 23400 18.250 17.500 18.250 10/13/93 27100 18.750 17.750 18.750 10/14/93 1700 18.750 18.000 18.000 10/15/93 21300 19.000 18.750 19.000 10/18/93 6600 19.250 18.250 19.250 10/19/93 400 19.250 19.250 19.250 10/20/93 1600 19.250 18.750 18.750 10/21/93 14600 20.000 19.250 20.000 10/22/93 28500 22.000 19.500 22.000 10/25/93 2700 22.000 22.000 22.000 10/26/93 28700 21.500 20.250 20.875 10/27/93 4600 20.625 20.500 20.500 10/28/93 12000 20.500 19.500 19.875 10/29/93 1900 20.000 19.500 20.000 11/01/93 2000 20.000 19.500 20.000 11/02/93 14900 20.000 18.750 19.250 11/03/93 22900 19.250 18.875 19.000 11/04/93 2100 19.000 18.750 18.750 11/05/93 1900 19.250 19.000 19.250 11/08/93 1600 19.250 18.500 19.250 11/09/93 100 18.750 18.750 18.750 11/10/93 3200 19.250 18.500 19.000 11/11/93 400 18.875 18.875 18.875 11/12/93 1200 19.250 18.625 18.875 11/15/93 22200 18.500 17.250 17.250 11/16/93 2000 17.750 17.250 17.500 11/17/93 100 17.250 17.250 17.250 11/18/93 33100 17.750 15.750 16.000 11/19/93 21900 16.000 15.250 15.750 11/22/93 13500 16.000 15.000 15.250 11/23/93 22000 16.000 15.000 16.000 11/24/93 8200 16.750 16.000 16.750 11/25/93 #N/A 16.750 16.000 16.750 11/26/93 800 16.750 16.750 16.750 11/29/93 600 17.250 16.500 16.500 11/30/93 900 17.250 16.250 16.250 12/01/93 100 16.250 16.250 16.250 12/02/93 2800 16.500 16.250 16.250 12/03/93 6500 16.875 16.750 16.750 12/06/93 600 17.250 16.500 16.875 12/07/93 3800 17.250 16.250 17.250 12/08/93 500 17.250 16.250 16.250 12/09/93 2000 16.250 16.250 16.250 12/10/93 2400 17.250 16.250 17.250 12/13/93 800 17.250 16.250 17.250 12/14/93 700 16.750 16.250 16.250 12/15/93 24800 17.250 16.500 17.250 12/16/93 63300 19.000 17.000 18.000 12/17/93 7700 18.500 18.000 18.000 12/20/93 11200 18.500 17.750 18.250 12/21/93 13100 17.750 17.000 17.500 12/22/93 4300 17.125 16.500 17.125 12/23/93 1900 17.000 16.750 16.750 12/24/93 #N/A 17.000 16.750 16.750 12/27/93 30300 18.500 16.750 18.250 12/28/93 500 18.500 17.750 17.750 12/29/93 3100 18.500 17.750 17.750 12/30/93 1900 18.500 17.750 18.500 12/31/93 4200 18.500 17.750 17.750 01/03/94 2900 18.500 17.750 18.500 01/04/94 1500 18.500 17.750 18.500 01/05/94 600 18.000 18.000 18.000 01/06/94 5300 18.125 17.750 18.125 01/07/94 5400 18.500 18.000 18.000 01/10/94 600 18.500 18.000 18.500 01/11/94 6000 18.375 18.000 18.000 01/12/94 200 18.000 18.000 18.000 01/13/94 10100 19.250 18.750 19.000 01/14/94 2100 19.500 18.500 19.500 01/17/94 21400 19.500 18.750 19.500 01/18/94 6100 19.750 18.750 19.750 01/19/94 500 18.750 18.750 18.750 01/20/94 200 19.750 18.750 19.750 01/21/94 3800 19.750 19.000 19.000 01/24/94 1200 19.750 19.000 19.000 01/25/94 300 20.000 19.250 19.250 01/26/94 1800 19.500 19.250 19.250 01/27/94 300 19.500 19.250 19.250 01/28/94 1300 19.250 19.250 19.250 01/31/94 2400 19.750 19.500 19.750 02/01/94 7500 20.750 20.000 20.750 02/02/94 14400 20.750 20.000 20.625 02/03/94 19400 20.750 20.000 20.500 02/04/94 3400 20.750 20.000 20.000 02/07/94 11200 20.000 19.750 20.000 02/08/94 24500 20.250 20.000 20.000 02/09/94 8500 20.000 20.000 20.000 02/10/94 5200 20.250 19.750 20.250 02/11/94 400 19.875 19.750 19.750 02/14/94 3300 20.250 19.750 19.750 02/15/94 500 19.750 19.750 19.750 02/16/94 7100 19.875 19.750 19.875 02/17/94 500 19.750 19.750 19.750 02/18/94 1800 20.250 19.750 19.750 02/21/94 #N/A 20.250 19.750 19.750 02/22/94 100 20.250 20.250 20.250 02/23/94 1900 20.250 19.750 19.875 02/24/94 2900 20.250 19.750 19.750 02/25/94 1100 19.750 19.250 19.250 02/28/94 2800 20.000 19.250 19.250 03/01/94 0 20.000 19.250 19.250 03/02/94 3100 19.250 19.250 19.250 03/03/94 1100 19.250 19.250 19.250 03/04/94 5200 20.000 19.000 19.000 03/07/94 300 19.000 19.000 19.000 03/08/94 300 19.000 19.000 19.000 03/09/94 4200 19.000 19.000 19.000 03/10/94 1700 19.250 18.875 19.250 03/11/94 300 18.750 18.750 18.750 03/14/94 3800 19.000 19.000 19.000 03/15/94 0 19.250 18.750 18.750 03/16/94 500 19.250 18.750 19.250 03/17/94 2400 19.250 18.750 18.750 03/18/94 1000 19.750 18.750 19.750 03/21/94 2500 19.250 19.000 19.250 03/22/94 1800 19.500 19.500 19.500 03/23/94 5500 19.500 19.125 19.125 03/24/94 0 19.500 19.000 19.000 03/25/94 0 19.250 18.500 18.500 03/28/94 0 19.250 18.500 18.500 03/29/94 300 18.250 18.000 18.000 03/30/94 6100 18.000 17.625 17.625 03/31/94 18400 18.000 16.750 17.000 04/01/94 #N/A 18.000 16.750 17.000 04/04/94 9600 16.750 16.000 16.750 04/05/94 0 17.250 16.250 16.250 04/06/94 300 17.250 17.250 17.250 04/07/94 1700 17.250 16.438 16.438 04/08/94 0 17.250 16.250 16.250 04/11/94 0 17.250 16.250 16.250 04/12/94 900 17.250 16.250 17.250 04/13/94 4000 16.750 16.000 16.000 04/14/94 1300 16.500 15.500 16.250 04/15/94 2200 15.500 15.500 15.500 04/18/94 1800 16.000 15.500 15.500 04/19/94 23500 15.750 14.250 14.250 04/20/94 20400 14.000 12.000 12.500 04/21/94 37300 13.500 12.250 13.250 04/22/94 3700 14.250 13.750 14.250 04/25/94 2500 14.250 13.500 14.063 04/26/94 1700 14.500 14.250 14.500 04/27/94 #N/A 14.500 14.250 14.500 04/28/94 9200 13.750 13.250 13.688 04/29/94 1500 13.750 13.000 13.000 05/02/94 100 13.750 13.750 13.750 05/03/94 3000 13.500 12.750 13.250 05/04/94 1600 13.250 12.500 13.250 05/05/94 5400 13.250 12.875 13.250 05/06/94 3100 13.250 12.875 13.000 05/09/94 10000 12.750 12.500 12.500 05/10/94 1900 12.500 12.250 12.250 05/11/94 1000 13.000 12.313 13.000 05/12/94 200 13.000 12.250 12.250 05/13/94 1700 13.000 12.250 12.250 05/16/94 7400 13.750 13.000 13.000 05/17/94 30400 15.500 13.000 14.438 05/18/94 4500 14.625 14.000 14.563 05/19/94 500 15.000 14.000 14.750 05/20/94 100 15.000 15.000 15.000 05/23/94 9000 15.000 14.000 15.000 05/24/94 7700 15.000 14.000 14.500 05/25/94 0 15.000 14.250 14.250 05/26/94 12500 15.000 14.250 15.000 05/27/94 1900 14.250 14.250 14.250 05/30/94 #N/A 14.250 14.250 14.250 05/31/94 300 14.750 13.750 13.750 06/01/94 900 14.750 13.750 14.750 06/02/94 0 14.750 13.750 13.750 06/03/94 500 13.750 13.750 13.750 06/06/94 9400 15.000 14.250 15.000 06/07/94 1200 15.500 14.750 14.750 06/08/94 300 14.750 14.750 14.750 06/09/94 36700 16.250 15.000 16.250 06/10/94 1000 16.250 16.250 16.250 06/13/94 0 16.250 15.250 15.250 06/14/94 7500 16.500 15.250 16.250 06/15/94 900 16.000 16.000 16.000 06/16/94 100 16.000 16.000 16.000 06/17/94 300 17.000 17.000 17.000 06/20/94 1000 16.750 16.000 16.000 06/21/94 4700 16.750 16.375 16.375 06/22/94 2300 16.500 16.250 16.375 06/23/94 2100 16.375 16.000 16.000 06/24/94 2000 16.750 16.000 16.375 06/27/94 6500 17.500 16.000 17.500 06/28/94 3700 18.250 17.000 18.250 06/29/94 1200 18.250 17.000 17.000 06/30/94 6200 18.250 17.063 18.250 07/01/94 0 18.250 17.000 17.000 07/04/94 #N/A 18.250 17.000 17.000 07/05/94 5000 18.250 18.250 18.250 07/06/94 12000 19.000 17.750 17.750 07/07/94 600 19.000 17.750 19.000 07/08/94 3600 19.000 18.000 19.000 07/11/94 5900 19.750 18.500 19.750 07/12/94 7800 19.500 18.500 19.500 07/13/94 0 19.500 18.500 18.500 07/14/94 500 19.500 18.500 19.250 07/15/94 400 18.500 18.500 18.500 07/18/94 4100 19.500 18.813 18.813 07/19/94 400 18.875 18.500 18.875 07/20/94 4600 19.500 18.500 19.375 07/21/94 1400 19.000 19.000 19.000 07/22/94 0 19.500 18.500 18.500 07/25/94 500 18.500 18.500 18.500 07/26/94 8700 19.000 18.750 18.750 07/27/94 4200 19.250 18.500 19.250 07/28/94 400 18.500 18.500 18.500 07/29/94 600 19.000 18.500 19.000 08/01/94 3700 19.500 18.500 19.250 08/02/94 5000 18.750 18.500 18.750 08/03/94 2400 19.250 18.750 19.125 08/04/94 15300 20.250 19.250 20.000 08/05/94 600 20.000 19.250 19.250 08/08/94 400 20.000 19.750 19.750 08/09/94 200 19.250 19.250 19.250 08/10/94 23600 20.000 18.750 19.375 08/11/94 6100 19.000 18.750 18.750 08/12/94 0 19.250 18.250 18.250 08/15/94 3900 19.250 18.250 19.250 08/16/94 2400 19.250 18.750 18.750 08/17/94 0 19.250 18.250 18.250 08/18/94 2000 19.250 18.750 18.750 08/19/94 600 19.250 18.250 18.250 08/22/94 100 18.250 18.250 18.250 08/23/94 23200 19.750 19.000 19.250 08/24/94 6100 19.000 19.000 19.000 08/25/94 18100 19.500 19.000 19.000 08/26/94 2100 19.750 18.750 18.750 08/29/94 200 19.250 19.250 19.250 08/30/94 8100 19.375 18.750 19.375 08/31/94 3700 19.250 18.750 18.750 09/01/94 0 19.750 18.250 18.250 09/02/94 4000 18.250 18.250 18.250 09/05/94 #N/A 18.250 18.250 18.250 09/06/94 1800 18.250 18.250 18.250 09/07/94 0 19.500 18.250 18.250 09/08/94 200 18.250 18.250 18.250 09/09/94 0 19.500 18.250 18.250 09/12/94 1000 18.250 18.250 18.250 09/13/94 2700 18.750 18.250 18.750 09/14/94 0 18.750 18.250 18.250 09/15/94 1500 18.750 18.750 18.750 09/16/94 23500 18.750 18.375 18.750 09/19/94 1700 18.250 18.250 18.250 09/20/94 1600 18.375 18.250 18.375 09/21/94 100 18.250 18.250 18.250 09/22/94 2700 18.375 18.250 18.250 09/23/94 300 18.250 18.250 18.250 09/26/94 4800 18.375 17.750 17.750 09/27/94 1200 17.750 17.750 17.750 09/28/94 3900 18.000 17.875 18.000 09/29/94 21500 17.250 17.250 17.250 09/30/94 500 17.750 17.750 17.750 10/03/94 3100 18.000 17.250 17.250 10/04/94 2200 17.250 16.500 16.500 10/05/94 2000 16.750 16.750 16.750 10/06/94 200 16.750 16.750 16.750 10/07/94 5000 16.750 16.750 16.750 10/10/94 4000 17.250 16.750 17.250 10/11/94 1000 17.000 17.000 17.000 10/12/94 100 16.750 16.750 16.750 10/13/94 400 17.250 17.000 17.000 10/14/94 1800 17.250 16.750 17.000 10/17/94 800 17.500 17.000 17.125 10/18/94 1500 17.500 17.000 17.000 10/19/94 0 17.500 17.000 17.000 10/20/94 2400 17.000 16.250 16.250 10/21/94 5000 17.000 16.250 16.250 10/24/94 3000 16.500 16.250 16.500 10/25/94 4700 17.000 15.500 15.500 10/26/94 200 16.000 15.250 15.250 10/27/94 400 16.000 15.250 15.250 10/28/94 0 16.000 15.250 15.250 10/31/94 1700 16.000 15.375 15.375 11/01/94 800 16.000 15.250 16.000 11/02/94 400 16.000 15.250 16.000 11/03/94 19500 15.750 13.000 13.250 11/04/94 4000 13.500 13.000 13.500 11/07/94 24100 14.000 12.750 13.500 11/08/94 3300 14.125 13.250 13.250 11/09/94 3700 14.250 13.000 13.000 11/10/94 1500 13.000 13.000 13.000 11/11/94 5900 13.250 12.250 13.000 11/14/94 4800 13.250 12.500 12.500 11/15/94 18400 12.500 11.750 12.250 11/16/94 19200 13.750 11.750 13.750 11/17/94 2400 13.750 13.000 13.000 11/18/94 8500 15.500 13.500 14.750 11/21/94 20300 17.250 15.500 17.250 11/22/94 2500 17.250 15.750 15.750 11/23/94 4300 16.250 15.500 15.500 11/24/94 #N/A 16.250 15.500 15.500 11/25/94 300 15.500 15.500 15.500 11/28/94 8700 15.750 15.000 15.125 11/29/94 2800 16.000 15.000 15.125 11/30/94 10200 16.500 15.250 16.500 12/01/94 8000 18.125 16.500 17.250 12/02/94 17100 19.750 18.250 19.250 12/05/94 26500 19.750 18.500 19.125 12/06/94 17200 19.750 17.750 17.750 12/07/94 1400 18.750 17.750 17.750 12/08/94 1000 18.750 18.000 18.000 12/09/94 8100 18.750 17.813 18.750 12/12/94 1100 19.250 18.000 18.625 12/13/94 10000 19.250 17.000 17.250 12/14/94 3800 17.250 16.750 16.750 12/15/94 900 17.500 16.750 16.875 12/16/94 800 17.500 17.000 17.000 12/19/94 27000 17.250 16.813 17.125 12/20/94 3200 17.500 16.750 17.250 12/21/94 59800 17.250 16.750 17.000 12/22/94 5200 17.500 17.000 17.125 12/23/94 77900 17.500 17.000 17.125 12/26/94 #N/A 17.500 17.000 17.125 12/27/94 77100 17.500 17.125 17.375 12/28/94 200 17.063 17.000 17.000 12/29/94 45700 17.375 17.000 17.375 12/30/94 1800 17.500 17.000 17.500 01/02/95 #N/A 17.500 17.000 17.500 01/03/95 36700 17.500 17.000 17.250 01/04/95 7600 17.500 17.250 17.250 01/05/95 25000 17.500 17.000 17.000 01/06/95 7300 17.500 17.000 17.000 01/09/95 2000 17.250 17.000 17.000 01/10/95 100 17.500 17.500 17.500 01/11/95 600 17.375 17.125 17.375 01/12/95 17700 17.250 16.000 16.500 01/13/95 100 17.000 17.000 17.000 01/16/95 200 16.000 15.813 15.813 01/17/95 500 15.750 15.750 15.750 01/18/95 0 17.000 15.750 15.750 01/19/95 2200 17.000 16.000 17.000 01/20/95 3700 16.500 15.750 16.500 01/23/95 1200 16.250 16.000 16.250 01/24/95 200 16.750 16.750 16.750 01/25/95 1600 16.500 15.750 16.500 01/26/95 0 16.750 15.750 15.750 01/27/95 100 15.750 15.750 15.750 01/30/95 1100 16.500 16.000 16.000 01/31/95 14500 17.500 16.250 17.125 02/01/95 51300 18.000 17.000 17.750 02/02/95 7300 18.500 17.000 17.625 02/03/95 2100 18.000 17.000 17.125 02/06/95 3700 17.250 17.000 17.000 02/07/95 10000 17.500 17.000 17.000 02/08/95 0 17.750 16.500 16.500 02/09/95 1600 17.750 17.000 17.000 02/10/95 3600 17.500 16.250 16.250 02/13/95 5200 16.500 16.000 16.500 02/14/95 7900 15.750 15.250 15.375 02/15/95 300 14.500 14.500 14.500 02/16/95 1800 16.000 15.500 15.500 02/17/95 6200 16.500 16.000 16.500 02/20/95 #N/A 16.500 16.000 16.500 02/21/95 0 16.500 15.750 15.750 02/22/95 1600 16.000 15.750 15.750 02/23/95 0 16.250 15.500 15.500 02/24/95 5600 16.000 15.000 16.000 02/27/95 300 15.000 15.000 15.000 02/28/95 800 16.000 15.500 15.500 03/01/95 1000 15.000 15.000 15.000 03/02/95 1000 16.000 16.000 16.000 03/03/95 500 16.000 15.000 15.500 03/06/95 600 16.000 15.000 15.000 03/07/95 9400 15.500 14.250 15.250 03/08/95 700 15.250 14.750 14.750 03/09/95 1300 15.000 14.500 14.500 03/10/95 1500 15.250 14.500 14.625 03/13/95 1600 14.750 14.125 14.750 03/14/95 1200 14.375 13.500 14.375 03/15/95 700 14.750 13.500 14.125 03/16/95 2400 14.750 13.500 14.750 03/17/95 0 14.750 13.500 13.500 03/20/95 400 14.750 13.500 14.500 03/21/95 0 14.750 13.500 13.500 03/22/95 200 14.500 14.500 14.500 03/23/95 0 14.500 13.500 13.500 03/24/95 200 13.500 13.500 13.500 03/27/95 5200 14.500 13.875 14.500 03/28/95 3300 13.500 12.500 13.000 03/29/95 33000 13.750 12.250 12.500 03/30/95 1500 14.000 12.750 14.000 03/31/95 1000 14.250 14.250 14.250 04/03/95 400 14.000 13.500 14.000 04/04/95 1400 14.250 13.000 13.000 04/05/95 1500 13.500 13.000 13.500 04/06/95 400 14.250 13.000 13.000 04/07/95 100 13.000 13.000 13.000 04/10/95 3000 13.500 13.000 13.500 04/11/95 500 14.000 12.500 12.500 04/12/95 2600 14.000 12.500 13.000 04/13/95 1100 14.000 12.500 14.000 04/14/95 #N/A 14.000 12.500 14.000 04/17/95 1800 14.000 12.500 14.000 04/18/95 0 14.000 12.500 12.500 04/19/95 0 14.000 12.500 12.500 04/20/95 200 12.500 12.500 12.500 04/21/95 0 14.000 12.500 12.500 04/24/95 0 14.000 12.500 12.500 04/25/95 200 14.000 13.750 13.750 04/26/95 0 14.000 12.500 12.500 04/27/95 0 14.000 12.500 12.500 04/28/95 3800 14.000 13.500 14.000 05/01/95 400 14.000 12.500 12.500 05/02/95 200 12.500 12.500 12.500 05/03/95 2900 14.000 12.500 14.000 05/04/95 0 14.000 12.500 12.500 05/05/95 0 14.000 12.500 12.500 05/08/95 0 14.000 12.500 12.500 05/09/95 0 14.000 12.500 12.500 05/10/95 1100 13.500 12.500 13.500 05/11/95 0 14.000 12.500 12.500 05/12/95 300 12.500 12.500 12.500 05/15/95 600 13.500 12.500 13.500 05/16/95 600 12.625 12.500 12.625 05/17/95 2600 14.000 12.500 14.000 05/18/95 0 14.000 12.750 12.750 05/19/95 200 13.500 13.500 13.500 05/22/95 3300 14.000 13.000 14.000 05/23/95 3800 14.250 12.750 13.250 05/24/95 600 13.750 12.750 12.750 05/25/95 0 13.750 12.750 12.750 05/26/95 3000 12.625 12.250 12.250 05/29/95 #N/A 12.625 12.250 12.250 05/30/95 500 13.500 12.250 13.500 05/31/95 100 13.750 13.750 13.750 06/01/95 3600 13.750 12.250 13.250 06/02/95 1100 13.750 12.250 12.250 06/05/95 1000 13.750 13.250 13.750 06/06/95 3300 13.750 12.625 13.500 06/07/95 1500 13.500 12.250 12.250 06/08/95 3700 13.250 12.250 13.000 06/09/95 300 13.250 13.250 13.250 06/12/95 800 13.250 12.250 13.250 06/13/95 9300 14.250 12.250 14.250 06/14/95 2800 13.750 13.000 13.750 06/15/95 2100 14.250 13.250 14.250 06/16/95 4100 14.250 13.000 14.125 06/19/95 7800 13.750 12.750 13.500 06/20/95 1400 13.750 12.500 13.500 06/21/95 10300 12.750 11.750 12.625 06/22/95 7000 12.750 12.250 12.750 06/23/95 7000 14.000 13.000 14.000 06/26/95 400 13.500 13.250 13.500 06/27/95 7300 14.500 13.250 14.500 06/28/95 3600 14.125 13.250 14.125 06/29/95 2000 14.500 13.875 14.000 06/30/95 3000 14.500 13.250 14.500 07/03/95 1000 14.250 13.000 13.000 07/04/95 #N/A 14.250 13.000 13.000 07/05/95 900 14.250 14.000 14.000 07/06/95 4600 14.250 13.000 14.000 07/07/95 0 14.250 13.000 13.000 07/10/95 3200 14.250 13.000 13.000 07/11/95 5200 14.250 13.000 13.500 07/12/95 2500 14.250 13.000 14.250 07/13/95 200 14.250 14.250 14.250 07/14/95 0 14.250 12.750 12.750 07/17/95 3200 13.750 13.000 13.000 07/18/95 600 14.250 13.000 13.500 07/19/95 400 14.250 14.000 14.000 07/20/95 600 13.625 13.000 13.000 07/21/95 200 14.250 13.000 14.250 07/24/95 1400 13.375 13.375 13.375 07/25/95 800 14.250 13.000 13.500 07/26/95 500 13.250 13.000 13.000 07/27/95 0 14.250 12.750 12.750 07/28/95 600 13.000 13.000 13.000 07/31/95 0 14.250 13.000 13.000 08/01/95 700 13.500 13.500 13.500 08/02/95 600 14.250 13.000 13.000 08/03/95 600 14.250 14.125 14.125 08/04/95 3100 13.625 13.250 13.625 08/07/95 0 14.250 13.250 13.250 08/08/95 8000 14.250 13.250 13.250 08/09/95 2900 13.500 13.000 13.000 08/10/95 2000 13.250 13.000 13.000 08/11/95 1800 13.500 13.000 13.000 08/14/95 6200 13.500 12.750 13.125 08/15/95 1700 13.500 13.000 13.125 08/16/95 7000 13.500 12.750 12.750 08/17/95 8100 13.250 12.250 12.500 08/18/95 1300 12.250 12.250 12.250 08/21/95 4700 13.500 12.250 13.500 08/22/95 3300 13.500 12.750 13.500 08/23/95 200 12.250 12.250 12.250 08/24/95 1200 13.250 12.250 13.000 08/25/95 800 13.500 13.000 13.000 08/28/95 27600 13.250 11.750 11.750 08/29/95 0 13.000 11.750 11.750 08/30/95 900 13.000 11.750 13.000 08/31/95 500 13.000 13.000 13.000 09/01/95 0 13.250 12.000 12.000 09/04/95 #N/A 13.250 12.000 12.000 09/05/95 400 13.250 12.375 13.250 09/06/95 200 13.250 13.250 13.250 09/07/95 1600 12.750 12.000 12.000 09/08/95 100 13.250 13.250 13.250 09/11/95 5400 13.250 12.000 12.250 09/12/95 2700 12.500 12.000 12.500 09/13/95 4500 13.250 13.000 13.000 09/14/95 1700 13.000 13.000 13.000 09/15/95 3700 13.000 12.000 13.000 09/18/95 20100 13.750 12.500 13.625 09/19/95 300 13.000 13.000 13.000 09/20/95 4300 13.188 13.000 13.000 09/21/95 16200 14.000 13.500 14.000 09/22/95 2400 14.250 13.000 13.000 09/25/95 1000 14.000 13.500 13.500 09/26/95 1000 13.500 13.500 13.500 09/27/95 0 13.500 12.750 12.750 09/28/95 1400 13.500 13.500 13.500 09/29/95 1800 13.500 12.875 13.500 10/02/95 12300 14.500 13.500 13.750 10/03/95 13300 15.000 14.000 14.750 10/04/95 8800 15.000 14.000 14.750 10/05/95 500 14.250 14.000 14.250 10/06/95 600 14.750 14.250 14.750 10/09/95 100 14.750 14.750 14.750 10/10/95 3400 14.625 14.000 14.625 10/11/95 5400 14.000 13.813 13.938 10/12/95 1900 14.375 13.563 14.375 10/13/95 1500 14.375 13.500 14.000 10/16/95 500 13.500 13.500 13.500 10/17/95 300 14.250 14.250 14.250 10/18/95 4700 14.000 13.375 14.000 10/19/95 6300 14.125 13.875 14.000 10/20/95 0 14.500 13.625 13.625 10/23/95 2600 14.500 13.625 13.875 10/24/95 2600 13.875 13.625 13.625 10/25/95 400 13.625 13.625 13.625 10/26/95 1000 14.500 14.125 14.500 10/27/95 3500 14.500 13.625 14.000 10/30/95 3700 13.625 13.625 13.625 10/31/95 1100 14.000 13.625 14.000 11/01/95 6500 14.750 14.000 14.500 11/02/95 2500 14.750 14.750 14.750 11/03/95 5100 15.750 15.000 15.000 11/06/95 4300 15.750 15.000 15.125 11/07/95 3200 15.500 14.500 15.500 11/08/95 0 15.500 14.500 14.500 11/09/95 0 15.500 14.500 14.500 11/10/95 2000 15.250 15.000 15.000 11/13/95 1700 15.750 15.500 15.750 11/14/95 1000 15.500 15.500 15.500 11/15/95 0 16.000 15.000 15.000 11/16/95 1200 15.750 15.000 15.000 11/17/95 3700 15.750 15.000 15.750 11/20/95 700 16.000 15.000 16.000 11/21/95 900 15.000 15.000 15.000 11/22/95 1700 15.750 15.000 15.750 11/23/95 #N/A 15.750 15.000 15.750 11/24/95 6800 15.438 15.000 15.000 11/27/95 5900 15.000 15.000 15.000 11/28/95 5600 15.250 15.000 15.250 11/29/95 17300 15.000 14.250 14.250 11/30/95 8200 14.750 14.250 14.750 12/01/95 7800 14.750 14.250 14.250 12/04/95 500 15.000 15.000 15.000 12/05/95 2000 15.250 14.250 14.750 12/06/95 6000 16.375 14.750 16.375 12/07/95 2500 16.375 15.500 15.500 12/08/95 200 14.750 14.750 14.750 12/11/95 900 14.750 14.750 14.750 12/12/95 2000 15.000 15.000 15.000 12/13/95 3400 15.438 15.000 15.250 12/14/95 800 15.875 15.500 15.500 12/15/95 2100 15.500 14.750 15.500 12/18/95 0 15.500 14.750 14.750 12/19/95 1500 14.750 14.750 14.750 12/20/95 10000 15.125 14.750 15.125 12/21/95 600 15.375 15.000 15.375 12/22/95 5400 16.000 14.750 16.000 12/25/95 #N/A 16.000 14.750 16.000 12/26/95 2600 16.000 15.000 15.000 12/27/95 2100 16.000 15.000 16.000 12/28/95 3000 15.250 14.875 15.250 12/29/95 2800 16.000 15.000 15.000 01/01/96 #N/A 16.000 15.000 15.000 01/02/96 3300 16.000 15.000 16.000 01/03/96 9300 16.250 15.500 15.500 01/04/96 1400 16.250 15.500 15.875 01/05/96 8300 16.750 15.500 16.750 01/08/96 2900 15.500 15.500 15.500 01/09/96 4400 15.625 15.000 15.000 01/10/96 2500 15.250 14.250 14.250 01/11/96 1400 14.500 14.500 14.500 01/12/96 1000 15.500 15.500 15.500 01/15/96 11700 15.500 14.500 15.000 01/16/96 500 14.500 14.500 14.500 01/17/96 5100 15.500 14.500 15.500 01/18/96 0 15.500 14.250 14.250 01/19/96 1000 15.500 15.000 15.000 01/22/96 3400 14.750 14.250 14.500 01/23/96 600 14.250 14.250 14.250 01/24/96 300 15.000 15.000 15.000 01/25/96 3500 14.625 14.250 14.250 01/26/96 9300 14.750 13.500 14.000 01/29/96 6800 14.250 12.750 12.750 01/30/96 15800 14.750 13.250 14.500 01/31/96 0 14.750 14.000 14.000 02/01/96 3500 14.750 14.500 14.500 02/02/96 300 14.000 14.000 14.000 02/05/96 0 15.000 14.000 14.000 02/06/96 8500 15.000 14.000 14.500 02/07/96 0 15.000 14.000 14.000 02/08/96 7800 15.500 14.000 15.250 02/09/96 300 14.500 14.500 14.500 02/12/96 0 16.000 14.500 14.500 02/13/96 300 16.000 14.500 14.500 02/14/96 100 14.500 14.500 14.500 02/15/96 3900 15.000 14.000 15.000 02/16/96 1900 14.000 13.750 13.750 02/19/96 #N/A 14.000 13.750 13.750 02/20/96 2400 14.125 14.000 14.125 02/21/96 2000 13.625 13.625 13.625 02/22/96 0 14.750 13.500 13.500 02/23/96 4700 14.750 13.500 14.750 02/26/96 3200 13.500 13.500 13.500 02/27/96 200 14.000 13.500 14.000 02/28/96 0 14.500 13.750 13.750 02/29/96 1700 14.750 13.750 14.750 03/01/96 2200 13.750 13.750 13.750 03/04/96 2300 14.000 13.250 13.250 03/05/96 500 13.250 13.250 13.250 03/06/96 600 14.000 13.250 14.000 03/07/96 3300 13.250 13.250 13.250 03/08/96 2200 14.000 13.250 13.250 03/11/96 200 13.250 13.250 13.250 03/12/96 0 14.000 13.250 13.250 03/13/96 0 14.000 13.250 13.250 03/14/96 0 14.000 13.250 13.250 03/15/96 4800 13.250 12.500 12.500 03/18/96 1800 12.875 12.500 12.500 03/19/96 2000 13.250 12.500 12.500 03/20/96 1000 12.875 12.625 12.875 03/21/96 8500 13.500 12.750 12.750 03/22/96 5800 13.500 13.375 13.375 03/25/96 700 13.500 13.250 13.250 03/26/96 7100 13.000 13.000 13.000 03/27/96 10400 13.500 13.000 13.125 03/28/96 3900 12.500 12.500 12.500 03/29/96 4000 14.000 12.500 13.500 04/01/96 3800 13.500 13.000 13.000 04/02/96 11000 12.750 12.500 12.750 04/03/96 2500 13.000 12.250 12.500 04/04/96 2000 12.750 12.250 12.750 04/05/96 #N/A 12.750 12.250 12.750 04/08/96 600 12.250 12.250 12.250 04/09/96 4200 12.500 12.250 12.375 04/10/96 5500 12.250 12.000 12.000 04/11/96 3100 12.000 12.000 12.000 04/12/96 1100 12.000 12.000 12.000 04/15/96 0 12.750 12.000 12.000 04/16/96 0 13.000 12.250 12.250 04/17/96 600 13.000 12.250 12.250 04/18/96 200 13.000 12.500 12.500 04/19/96 1700 13.000 12.250 12.500 04/22/96 8000 12.750 12.625 12.625 04/23/96 11800 13.000 12.625 12.750 04/24/96 2700 13.000 12.750 12.875 04/25/96 600 12.750 12.750 12.750 04/26/96 2000 12.250 12.250 12.250 04/29/96 200 12.250 12.250 12.250 04/30/96 1700 12.750 12.250 12.250 05/01/96 300 13.250 12.250 13.250 05/02/96 1100 13.250 13.000 13.000 05/03/96 300 12.500 12.500 12.500 05/06/96 4900 13.500 12.500 12.750 05/07/96 0 13.125 12.250 12.250 05/08/96 900 12.500 12.250 12.500 05/09/96 3800 12.750 12.500 12.500 05/10/96 5900 12.625 12.625 12.625 05/13/96 600 12.750 12.750 12.750 05/14/96 1500 13.250 12.500 13.250 05/15/96 33400 12.875 12.500 12.500 05/16/96 10700 12.875 12.250 12.250 05/17/96 8700 12.500 11.750 12.000 05/20/96 7600 11.875 11.375 11.500 05/21/96 2000 11.500 11.500 11.500 05/22/96 5800 11.500 11.000 11.000 05/23/96 19500 11.000 10.750 11.000 05/24/96 300800 20.500 18.250 18.625 05/27/96 #N/A 20.500 18.250 18.625 05/28/96 194300 18.000 17.000 17.250 05/29/96 29100 17.875 17.250 17.250 05/30/96 30600 17.875 17.250 17.500 05/31/96 9400 17.875 17.375 17.500 06/03/96 12400 17.875 17.500 17.750 06/04/96 19100 18.125 17.625 17.750 06/05/96 5600 17.875 17.750 17.750 06/06/96 4200 18.125 17.750 17.750 06/07/96 42100 17.750 17.375 17.563 06/10/96 1500 17.563 17.500 17.500 06/11/96 16300 18.000 17.625 17.875 06/12/96 25400 18.000 17.625 18.000 06/13/96 600 18.125 17.625 17.625 06/14/96 10000 18.125 17.750 17.813 06/17/96 3300 17.813 17.750 17.750 06/18/96 6800 18.125 17.750 17.750 06/19/96 5200 17.813 17.750 17.750 06/20/96 3000 17.875 17.625 17.875 06/21/96 9300 18.125 17.625 17.750 06/24/96 3800 17.938 17.750 17.750 06/25/96 2700 17.781 17.750 17.781 06/26/96 6200 17.813 17.750 17.813 06/27/96 400 17.625 17.625 17.625 06/28/96 4100 18.000 17.625 18.000 07/01/96 400 17.750 17.625 17.625 07/02/96 7500 18.000 17.625 17.813 07/03/96 200 17.750 17.750 17.750 07/04/96 #N/A 17.750 17.750 17.750 07/05/96 7100 17.625 17.500 17.625 07/08/96 1700 17.625 17.375 17.375 07/09/96 22800 17.625 17.500 17.625 07/10/96 11600 17.875 17.500 17.500 07/11/96 6900 17.500 17.375 17.375 07/12/96 4900 17.438 17.375 17.438 07/15/96 8500 17.750 17.375 17.750 07/16/96 4600 17.375 17.250 17.250 07/17/96 18800 17.750 17.250 17.375 07/18/96 9500 17.500 17.375 17.500 07/19/96 1300 17.375 17.375 17.375 07/22/96 5000 17.875 17.375 17.875 07/23/96 7000 17.875 17.375 17.625 07/24/96 15500 17.875 17.375 17.500 07/25/96 3500 17.563 17.375 17.563 07/26/96 10300 17.750 17.250 17.750 07/29/96 100 17.375 17.375 17.375 07/30/96 600 17.563 17.563 17.563 07/31/96 4400 17.500 17.375 17.500 08/01/96 600 17.750 17.500 17.500 08/02/96 2000 17.375 17.375 17.375 08/05/96 3100 17.469 17.375 17.469 08/06/96 5000 17.500 17.500 17.500 08/07/96 32400 17.250 14.750 16.500 08/08/96 5400 16.500 16.000 16.000 08/09/96 100 16.000 16.000 16.000 08/12/96 0 17.000 16.000 16.000 08/13/96 11300 16.000 15.000 15.250 08/14/96 9100 15.500 14.500 15.000 08/15/96 18200 15.500 15.063 15.438 08/16/96 1800 15.875 15.250 15.250 08/19/96 1000 15.125 15.125 15.125 08/20/96 4400 15.125 15.000 15.000 08/21/96 2400 15.750 14.500 15.000 08/22/96 3400 15.500 15.000 15.375 08/23/96 11400 15.750 15.375 15.625 08/26/96 1000 15.500 15.500 15.500 08/27/96 3100 15.563 15.375 15.563 08/28/96 4900 16.000 15.375 15.688 08/29/96 3100 15.563 15.375 15.563 08/30/96 3100 15.688 15.375 15.500 09/02/96 #N/A 15.688 15.375 15.500 09/03/96 5400 16.000 15.375 15.375 09/04/96 3200 15.563 15.375 15.563 09/05/96 5500 15.750 15.375 15.750 09/06/96 5500 15.750 15.625 15.750 09/09/96 35400 15.750 15.375 15.625 09/10/96 5800 15.750 15.375 15.625 09/11/96 7300 16.000 15.375 15.625 09/12/96 3100 16.000 15.375 15.625 09/13/96 0 16.000 15.375 15.375 09/16/96 4500 15.625 15.375 15.625 09/17/96 5000 15.625 15.500 15.625 09/18/96 0 16.000 15.375 15.375 09/19/96 1400 15.625 15.375 15.625 09/20/96 4900 15.750 15.375 15.625 09/23/96 0 16.000 15.375 15.375 09/24/96 4300 15.500 15.375 15.500 09/25/96 2200 15.625 15.375 15.625 09/26/96 5000 15.750 15.375 15.375 09/27/96 400 15.625 15.375 15.625 09/30/96 300 15.500 15.375 15.500 10/01/96 1100 15.750 15.500 15.750 10/02/96 70200 16.500 15.750 16.500 10/03/96 78900 16.500 15.938 16.500 10/04/96 6500 15.875 15.875 15.875 10/07/96 7000 15.875 15.875 15.875 10/08/96 15200 16.000 15.500 15.938 10/09/96 9300 16.063 15.500 16.063 10/10/96 78400 16.500 16.000 16.000 10/11/96 2900 16.250 16.000 16.250 10/14/96 5800 16.500 16.000 16.000 10/15/96 28100 16.375 16.000 16.000 10/16/96 28200 16.375 16.250 16.375 10/17/96 2000 16.250 16.000 16.250 10/18/96 3400 16.375 16.000 16.375 10/21/96 4500 16.625 16.125 16.500 10/22/96 3300 16.375 16.125 16.375 10/23/96 4700 16.625 16.125 16.125 10/24/96 7600 16.375 16.125 16.375 10/25/96 1500 16.500 16.250 16.500 10/28/96 8400 16.375 16.000 16.000 10/29/96 128800 15.250 12.750 14.250 10/30/96 46500 14.625 13.875 14.625 10/31/96 26100 16.250 14.375 14.875 11/01/96 2600 15.250 14.250 14.750 11/04/96 2000 15.250 14.250 15.000 11/05/96 300 14.750 14.750 14.750 11/06/96 2800 14.500 14.250 14.500 11/07/96 1300 15.000 14.500 15.000 11/08/96 2100 15.000 15.000 15.000 11/11/96 26100 15.250 14.375 14.563 11/12/96 3300 14.625 14.250 14.250 11/13/96 3200 15.125 14.250 14.750 11/14/96 3100 14.750 14.500 14.750 11/15/96 5100 15.125 14.500 15.125 11/18/96 600 14.500 14.500 14.500 11/19/96 200 15.250 14.500 14.500 11/20/96 3500 14.875 14.500 14.875 11/21/96 600 14.625 14.625 14.625 11/22/96 500 15.250 15.125 15.125 11/25/96 600 15.250 14.625 14.625 11/26/96 3200 15.250 14.625 15.250 11/27/96 600 15.125 15.125 15.125 11/28/96 #N/A 15.125 15.125 15.125 11/29/96 700 14.875 14.500 14.875 12/02/96 1200 15.125 14.500 15.125 12/03/96 5300 15.125 14.500 15.000 12/04/96 30400 15.125 14.500 14.500 12/05/96 1900 15.125 14.375 14.375 12/06/96 11800 14.500 14.125 14.250 12/09/96 12300 14.625 14.000 14.000 12/10/96 138900 17.500 14.375 15.375 12/11/96 62200 16.250 14.500 14.563 12/12/96 7000 15.250 14.000 14.125 12/13/96 1500 15.125 15.125 15.125 12/16/96 900 15.000 14.500 15.000 12/17/96 11400 15.000 14.000 14.375 12/18/96 1200 14.500 14.000 14.000 12/19/96 8900 15.625 14.500 15.500 12/20/96 11100 15.750 15.000 15.438 12/23/96 27900 15.750 15.000 15.000 12/24/96 2100 15.375 15.000 15.000 12/25/96 #N/A 15.375 15.000 15.000 12/26/96 13200 15.625 15.250 15.625 12/27/96 1000 15.625 15.250 15.625 12/30/96 6800 16.125 15.000 15.000 12/31/96 2100 15.250 14.625 15.250 01/03/97 11500 16.125 14.625 15.063 3 Stock Price and Volume History ================================================================================ Sprint Share Price and Event History 8/7/91 (IPO) to 1/3/97 [The following table was represented as a line graph in the printed material.] [Line graph depicting stock price changes from IPO (8/7/91) through 1/3/97 with callouts indicating the company's stock price at specific events in the company's history. The events are listed below] Receives FDA approval for Phase I/II gene therapy trial 12/4/96 5 class action lawsuits to block Hurdle combination announced 6/6/96 Initiation of PI/II clinical trials for HSC announced 6/1/95 FDA approval granted for initiation of HSC clinical trials 12/2/94 Hurdle's tender offer closes. 2/19/92 President & CEO Linda Sonntag's resignation announced 10/20/94 Joint research agreement with Hurdle announced 6/19/92 Hurdle offer to purchase remaining 27% of Sprint announced 5/23/96 PI/II interim results of HSC transplantation announced 10/2/95 John Schwartz named President and CEO 3/30/95 Hurdle investment of $80 mm announced 3/28/95 Hurdle and Sprint funding of research at Stanford announced 5/20/94 Agreement with Centre Leon Berard, laying groundwork for clinical trials, announced 9/1/93 Sprint downgraded by Merrill Lynch to below average after projecting unprofitability through 1996 8/17/92 Hurdle acquisition of 60% of Sprint for $392mm announced 12/16/91 PI/II interim results of HSC testing announced 12/6/95 4 Stock Price and Volume History ================================================================================ Sprint vs. AMEX Biotechnology Index 8/7/91 (IPO) to 1/3/97 [The following table was represented as a line graph in the printed material.] Sprint AMEX Biotech Index(a) Comparable Company Index(b) ------ --------------------- ---------- ---------------- 1/2/95 100.0% 100.0% 100.0% 1/3/95 98.6% 98.9% 95.8% 1/4/95 98.6% 96.6% 99.5% 1/5/95 97.1% 98.5% 100.6% 1/6/95 97.1% 96.8% 97.3% 1/9/95 97.1% 95.9% 99.3% 1/10/95 100.0% 94.7% 96.3% 1/11/95 99.3% 94.3% 93.8% 1/12/95 94.3% 92.5% 93.7% 1/13/95 97.1% 94.5% 96.9% 1/16/95 90.4% 95.6% 98.7% 1/17/95 90.0% 95.6% 99.7% 1/18/95 90.0% 95.2% 97.8% 1/19/95 97.1% 94.6% 97.2% 1/20/95 94.3% 94.0% 96.7% 1/23/95 92.9% 94.8% 95.6% 1/24/95 95.7% 96.5% 94.0% 1/25/95 94.3% 97.7% 94.4% 1/26/95 90.0% 100.5% 94.8% 1/27/95 90.0% 100.7% 96.3% 1/30/95 91.4% 99.7% 95.4% 1/31/95 97.9% 103.9% 96.8% 2/1/95 101.4% 101.7% 96.3% 2/2/95 100.7% 101.5% 99.4% 2/3/95 97.9% 103.2% 104.3% 2/6/95 97.1% 107.4% 102.6% 2/7/95 97.1% 106.9% 102.7% 2/8/95 94.3% 114.5% 104.5% 2/9/95 97.1% 109.0% 105.1% 2/10/95 92.9% 111.3% 106.9% 2/13/95 94.3% 106.7% 105.2% 2/14/95 87.9% 107.3% 105.9% 2/15/95 82.9% 107.2% 108.1% 2/16/95 88.6% 108.9% 105.0% 2/17/95 94.3% 107.6% 101.5% 2/20/95 94.3% 107.6% 101.5% 2/21/95 90.0% 107.4% 102.4% 2/22/95 90.0% 106.9% 102.6% 2/23/95 88.6% 106.7% 102.8% 2/24/95 91.4% 108.6% 104.1% 2/27/95 85.7% 106.7% 103.1% 2/28/95 88.6% 111.8% 100.9% 3/1/95 85.7% 110.3% 99.6% 3/2/95 91.4% 111.4% 98.8% 3/3/95 88.6% 112.0% 101.1% 3/6/95 85.7% 110.6% 99.7% 3/7/95 87.1% 108.5% 97.6% 3/8/95 84.3% 109.1% 94.7% 3/9/95 82.9% 108.2% 96.5% 3/10/95 83.6% 109.1% 94.6% 3/13/95 84.3% 109.5% 92.7% 3/14/95 82.1% 107.7% 94.7% 3/15/95 80.7% 106.9% 87.3% 3/16/95 84.3% 106.6% 89.5% 3/17/95 77.1% 107.1% 90.4% 3/20/95 82.9% 107.6% 90.1% 3/21/95 77.1% 108.5% 89.7% 3/22/95 82.9% 109.5% 88.6% 3/23/95 77.1% 108.9% 88.2% 3/24/95 77.1% 109.0% 87.0% 3/27/95 82.9% 109.8% 86.4% 3/28/95 74.3% 112.1% 88.5% 3/29/95 71.4% 110.2% 90.1% 3/30/95 80.0% 109.4% 93.9% 3/31/95 81.4% 108.9% 96.7% 4/3/95 80.0% 107.9% 89.2% 4/4/95 74.3% 107.2% 89.7% 4/5/95 77.1% 107.2% 88.2% 4/6/95 74.3% 108.6% 85.0% 4/7/95 74.3% 106.9% 85.6% 4/10/95 77.1% 109.3% 87.4% 4/11/95 71.4% 110.3% 87.7% 4/12/95 74.3% 110.7% 91.6% 4/13/95 80.0% 110.6% 94.1% 4/14/95 80.0% 110.6% 94.1% 4/17/95 80.0% 109.9% 93.3% 4/18/95 71.4% 109.2% 90.2% 4/19/95 71.4% 110.1% 90.4% 4/20/95 71.4% 109.4% 88.4% 4/21/95 71.4% 110.9% 90.8% 4/24/95 71.4% 110.2% 92.5% 4/25/95 78.6% 109.4% 90.7% 4/26/95 71.4% 113.2% 91.1% 4/27/95 71.4% 117.9% 91.5% 4/28/95 80.0% 117.3% 90.9% 5/1/95 71.4% 114.6% 95.6% 5/2/95 71.4% 116.0% 95.1% 5/3/95 80.0% 119.2% 94.8% 5/4/95 71.4% 119.9% 90.4% 5/5/95 71.4% 120.9% 90.3% 5/8/95 71.4% 120.4% 89.8% 5/9/95 71.4% 118.0% 86.6% 5/10/95 77.1% 116.8% 91.3% 5/11/95 71.4% 116.4% 93.4% 5/12/95 71.4% 116.1% 94.3% 5/15/95 77.1% 116.0% 94.3% 5/16/95 72.1% 117.3% 92.1% 5/17/95 80.0% 116.3% 92.9% 5/18/95 72.9% 115.1% 94.7% 5/19/95 77.1% 116.6% 92.6% 5/22/95 80.0% 115.0% 92.2% 5/23/95 75.7% 113.6% 94.2% 5/24/95 72.9% 113.1% 94.3% 5/25/95 72.9% 113.7% 94.1% 5/26/95 70.0% 113.7% 91.7% 5/29/95 70.0% 113.7% 91.7% 5/30/95 77.1% 113.2% 90.7% 5/31/95 78.6% 116.7% 91.9% 6/1/95 75.7% 116.7% 94.1% 6/2/95 70.0% 118.4% 94.0% 6/5/95 78.6% 121.1% 95.9% 6/6/95 77.1% 118.0% 95.3% 6/7/95 70.0% 118.1% 95.6% 6/8/95 74.3% 117.5% 95.9% 6/9/95 75.7% 114.6% 95.0% 6/12/95 75.7% 117.2% 95.4% 6/13/95 81.4% 118.4% 94.7% 6/14/95 78.6% 117.9% 95.4% 6/15/95 81.4% 117.8% 94.9% 6/16/95 80.7% 119.3% 95.8% 6/19/95 77.1% 122.0% 96.6% 6/20/95 77.1% 123.9% 98.2% 6/21/95 72.1% 122.6% 108.4% 6/22/95 72.9% 125.8% 103.7% 6/23/95 80.0% 124.0% 105.4% 6/26/95 77.1% 123.9% 105.9% 6/27/95 82.9% 124.6% 107.2% 6/28/95 80.7% 127.6% 108.0% 6/29/95 80.0% 127.4% 113.4% 6/30/95 82.9% 128.9% 117.9% 7/3/95 74.3% 127.8% 119.9% 7/4/95 74.3% 127.8% 119.9% 7/5/95 80.0% 127.8% 120.2% 7/6/95 80.0% 129.1% 118.0% 7/7/95 74.3% 127.9% 115.4% 7/10/95 74.3% 125.9% 116.0% 7/11/95 77.1% 126.6% 120.4% 7/12/95 81.4% 127.4% 125.0% 7/13/95 81.4% 127.1% 121.1% 7/14/95 72.9% 130.0% 122.1% 7/17/95 74.3% 129.2% 120.7% 7/18/95 77.1% 129.1% 119.4% 7/19/95 80.0% 127.0% 113.6% 7/20/95 74.3% 126.2% 114.7% 7/21/95 81.4% 128.5% 120.7% 7/24/95 76.4% 128.5% 125.6% 7/25/95 77.1% 128.5% 122.8% 7/26/95 74.3% 135.4% 122.3% 7/27/95 72.9% 139.6% 117.1% 7/28/95 74.3% 138.1% 113.8% 7/31/95 74.3% 137.8% 121.1% 8/1/95 77.1% 135.7% 123.1% 8/2/95 74.3% 135.3% 120.2% 8/3/95 80.7% 136.0% 125.6% 8/4/95 77.9% 136.2% 126.7% 8/7/95 75.7% 137.9% 126.2% 8/8/95 75.7% 142.9% 123.0% 8/9/95 74.3% 148.2% 134.3% 8/10/95 74.3% 148.2% 135.5% 8/11/95 74.3% 152.7% 135.4% 8/14/95 75.0% 155.6% 135.2% 8/15/95 75.0% 153.6% 136.6% 8/16/95 72.9% 155.9% 135.8% 8/17/95 71.4% 155.1% 136.4% 8/18/95 70.0% 158.9% 136.2% 8/21/95 77.1% 160.5% 137.4% 8/22/95 77.1% 158.3% 137.3% 8/23/95 70.0% 155.5% 143.3% 8/24/95 74.3% 151.5% 142.9% 8/25/95 74.3% 151.8% 142.6% 8/28/95 67.1% 146.6% 138.7% 8/29/95 67.1% 152.5% 133.7% 8/30/95 74.3% 151.5% 136.4% 8/31/95 74.3% 155.6% 140.2% 9/1/95 68.6% 153.7% 139.6% 9/4/95 68.6% 153.7% 139.6% 9/5/95 75.7% 159.3% 137.9% 9/6/95 75.7% 157.4% 136.7% 9/7/95 68.6% 160.2% 136.6% 9/8/95 75.7% 163.1% 134.8% 9/11/95 70.0% 168.7% 135.7% 9/12/95 71.4% 167.5% 140.2% 9/13/95 74.3% 166.2% 144.9% 9/14/95 74.3% 164.9% 145.0% 9/15/95 74.3% 161.9% 138.9% 9/18/95 77.9% 156.5% 137.1% 9/19/95 74.3% 160.5% 140.8% 9/20/95 74.3% 162.9% 142.0% 9/21/95 80.0% 160.8% 139.1% 9/22/95 74.3% 163.2% 133.5% 9/25/95 77.1% 162.4% 131.5% 9/26/95 77.1% 164.0% 127.5% 9/27/95 72.9% 161.8% 123.4% 9/28/95 77.1% 164.7% 127.7% 9/29/95 77.1% 162.7% 129.6% 10/2/95 78.6% 159.6% 129.5% 10/3/95 84.3% 154.7% 117.7% 10/4/95 84.3% 158.8% 120.0% 10/5/95 81.4% 160.1% 121.6% 10/6/95 84.3% 159.4% 123.7% 10/9/95 84.3% 153.1% 118.5% 10/10/95 83.6% 152.0% 121.3% 10/11/95 79.6% 153.7% 119.4% 10/12/95 82.1% 154.8% 123.6% 10/13/95 80.0% 157.1% 123.3% 10/16/95 77.1% 157.2% 127.6% 10/17/95 81.4% 161.4% 126.3% 10/18/95 80.0% 163.2% 129.7% 10/19/95 80.0% 165.1% 124.3% 10/20/95 77.9% 152.7% 125.1% 10/23/95 79.3% 150.6% 123.0% 10/24/95 77.9% 145.6% 124.0% 10/25/95 77.9% 148.8% 125.4% 10/26/95 82.9% 148.4% 118.7% 10/27/95 80.0% 154.2% 118.7% 10/30/95 77.9% 156.6% 117.8% 10/31/95 80.0% 158.0% 113.1% 11/1/95 82.9% 156.2% 107.1% 11/2/95 84.3% 153.9% 105.5% 11/3/95 85.7% 158.0% 107.7% 11/6/95 86.4% 156.4% 109.8% 11/7/95 88.6% 156.2% 109.3% 11/8/95 82.9% 156.6% 105.7% 11/9/95 82.9% 161.8% 110.8% 11/10/95 85.7% 164.3% 111.7% 11/13/95 90.0% 164.8% 108.5% 11/14/95 88.6% 163.3% 106.1% 11/15/95 85.7% 159.9% 116.2% 11/16/95 85.7% 157.3% 117.9% 11/17/95 90.0% 158.4% 117.0% 11/20/95 91.4% 156.1% 114.7% 11/21/95 85.7% 153.4% 114.6% 11/22/95 90.0% 153.2% 113.1% 11/23/95 90.0% 153.2% 113.1% 11/24/95 85.7% 154.9% 115.7% 11/27/95 85.7% 154.8% 116.2% 11/28/95 87.1% 163.9% 114.2% 11/29/95 81.4% 164.5% 116.4% 11/30/95 84.3% 163.7% 114.6% 12/1/95 81.4% 163.2% 115.0% 12/4/95 85.7% 170.6% 118.9% 12/5/95 84.3% 172.0% 124.4% 12/6/95 93.6% 172.5% 120.8% 12/7/95 88.6% 170.9% 120.6% 12/8/95 84.3% 171.2% 119.3% 12/11/95 84.3% 169.4% 118.9% 12/12/95 85.7% 166.7% 122.2% 12/13/95 87.1% 167.3% 119.5% 12/14/95 88.6% 163.7% 115.3% 12/15/95 88.6% 166.6% 118.6% 12/18/95 84.3% 164.0% 112.2% 12/19/95 84.3% 167.0% 116.3% 12/20/95 86.4% 170.3% 125.8% 12/21/95 87.9% 183.5% 128.2% 12/22/95 91.4% 192.2% 126.3% 12/25/95 91.4% 192.2% 126.3% 12/26/95 85.7% 189.0% 134.8% 12/27/95 91.4% 191.5% 142.3% 12/28/95 87.1% 193.1% 147.3% 12/29/95 85.7% 194.7% 146.2% 1/1/96 85.7% 194.7% 146.2% 1/2/96 91.4% 191.6% 147.2% 1/3/96 88.6% 190.0% 146.1% 1/4/96 90.7% 183.1% 142.4% 1/5/96 95.7% 185.8% 146.2% 1/8/96 88.6% 183.0% 149.7% 1/9/96 85.7% 178.9% 143.8% 1/10/96 81.4% 174.4% 142.2% 1/11/96 82.9% 177.1% 141.4% 1/12/96 88.6% 179.7% 140.6% 1/15/96 85.7% 180.7% 140.6% 1/16/96 82.9% 183.0% 140.8% 1/17/96 88.6% 185.4% 149.0% 1/18/96 81.4% 189.7% 152.7% 1/19/96 85.7% 188.9% 153.3% 1/22/96 82.9% 184.9% 155.1% 1/23/96 81.4% 189.8% 156.6% 1/24/96 85.7% 190.2% 164.6% 1/25/96 81.4% 191.9% 168.2% 1/26/96 80.0% 196.5% 177.9% 1/29/96 72.9% 194.4% 175.0% 1/30/96 82.9% 201.3% 164.0% 1/31/96 80.0% 198.9% 172.9% 2/1/96 82.9% 206.7% 170.5% 2/2/96 80.0% 199.0% 171.3% 2/5/96 80.0% 200.2% 169.9% 2/6/96 82.9% 199.3% 170.2% 2/7/96 80.0% 205.2% 165.3% 2/8/96 87.1% 204.2% 161.1% 2/9/96 82.9% 205.5% 156.2% 2/12/96 82.9% 205.5% 163.1% 2/13/96 82.9% 205.1% 159.2% 2/14/96 82.9% 200.9% 157.4% 2/15/96 85.7% 200.6% 155.3% 2/16/96 78.6% 203.3% 156.6% 2/19/96 78.6% 203.3% 156.6% 2/20/96 80.7% 198.5% 161.8% 2/21/96 77.9% 197.6% 163.0% 2/22/96 77.1% 202.7% 160.1% 2/23/96 84.3% 201.1% 163.7% 2/26/96 77.1% 200.2% 156.7% 2/27/96 80.0% 198.6% 155.9% 2/28/96 78.6% 196.9% 175.9% 2/29/96 84.3% 195.3% 174.6% 3/1/96 78.6% 195.9% 169.3% 3/4/96 75.7% 201.0% 163.2% 3/5/96 75.7% 210.2% 167.2% 3/6/96 80.0% 212.8% 167.7% 3/7/96 75.7% 215.0% 164.1% 3/8/96 75.7% 199.5% 157.1% 3/11/96 75.7% 201.2% 157.8% 3/12/96 75.7% 197.5% 152.4% 3/13/96 75.7% 202.3% 151.8% 3/14/96 75.7% 203.7% 154.7% 3/15/96 71.4% 202.1% 150.0% 3/18/96 71.4% 200.9% 154.3% 3/19/96 71.4% 196.8% 154.4% 3/20/96 73.6% 194.4% 155.6% 3/21/96 72.9% 200.2% 154.9% 3/22/96 76.4% 203.2% 151.6% 3/25/96 75.7% 192.2% 145.6% 3/26/96 74.3% 190.6% 144.6% 3/27/96 75.0% 191.6% 142.6% 3/28/96 71.4% 192.9% 145.3% 3/29/96 77.1% 189.0% 149.4% 4/1/96 74.3% 187.6% 154.1% 4/2/96 72.9% 191.5% 155.3% 4/3/96 71.4% 192.7% 155.6% 4/4/96 72.9% 192.1% 154.1% 4/5/96 72.9% 192.1% 154.1% 4/8/96 70.0% 186.2% 150.3% 4/9/96 70.7% 183.1% 151.1% 4/10/96 68.6% 172.0% 148.3% 4/11/96 68.6% 173.8% 142.8% 4/12/96 68.6% 179.4% 147.0% 4/15/96 68.6% 178.8% 147.6% 4/16/96 70.0% 179.1% 148.7% 4/17/96 70.0% 175.0% 151.2% 4/18/96 71.4% 186.6% 158.3% 4/19/96 71.4% 183.6% 161.5% 4/22/96 72.1% 184.3% 161.2% 4/23/96 72.9% 185.6% 164.8% 4/24/96 73.6% 180.8% 168.0% 4/25/96 72.9% 185.5% 162.8% 4/26/96 70.0% 187.3% 161.6% 4/29/96 70.0% 187.3% 159.0% 4/30/96 70.0% 189.4% 158.5% 5/1/96 75.7% 189.0% 169.3% 5/2/96 74.3% 176.4% 169.6% 5/3/96 71.4% 173.5% 171.3% 5/6/96 72.9% 179.3% 175.9% 5/7/96 70.0% 179.0% 174.5% 5/8/96 71.4% 182.9% 171.5% 5/9/96 71.4% 182.4% 177.2% 5/10/96 72.1% 184.3% 183.0% 5/13/96 72.9% 189.1% 189.0% 5/14/96 75.7% 190.4% 183.9% 5/15/96 71.4% 188.5% 184.9% 5/16/96 70.0% 192.4% 191.2% 5/17/96 68.6% 195.7% 194.6% 5/20/96 65.7% 195.9% 195.1% 5/21/96 65.7% 194.6% 190.2% 5/22/96 62.9% 197.3% 190.5% 5/23/96 62.9% 198.9% 191.2% 5/24/96 106.4% 197.3% 184.1% 5/27/96 106.4% 197.3% 184.1% 5/28/96 98.6% 193.7% 185.3% 5/29/96 98.6% 193.1% 185.8% 5/30/96 100.0% 195.9% 184.6% 5/31/96 100.0% 194.0% 186.6% 6/3/96 101.4% 192.3% 188.8% 6/4/96 101.4% 193.7% 188.9% 6/5/96 101.4% 195.8% 189.5% 6/6/96 101.4% 195.8% 190.7% 6/7/96 100.4% 192.9% 191.1% 6/10/96 100.0% 193.4% 195.9% 6/11/96 102.1% 192.5% 195.9% 6/12/96 102.9% 190.9% 190.6% 6/13/96 100.7% 192.6% 190.3% 6/14/96 101.8% 190.3% 184.9% 6/17/96 101.4% 191.6% 180.8% 6/18/96 101.4% 187.6% 173.1% 6/19/96 101.4% 182.8% 170.5% 6/20/96 102.1% 181.4% 168.7% 6/21/96 101.4% 179.3% 172.1% 6/24/96 101.4% 181.7% 169.4% 6/25/96 101.6% 182.3% 171.2% 6/26/96 101.8% 181.7% 167.7% 6/27/96 100.7% 174.9% 164.0% 6/28/96 102.9% 174.3% 167.7% 7/1/96 100.7% 179.8% 163.6% 7/2/96 101.8% 176.9% 157.1% 7/3/96 101.4% 176.9% 153.3% 7/4/96 101.4% 176.9% 153.3% 7/5/96 100.7% 171.0% 149.6% 7/8/96 99.3% 166.4% 146.3% 7/9/96 100.7% 170.9% 149.1% 7/10/96 100.0% 168.6% 138.7% 7/11/96 99.3% 168.9% 135.0% 7/12/96 99.6% 174.6% 141.2% 7/15/96 101.4% 176.3% 123.0% 7/16/96 98.6% 176.5% 120.1% 7/17/96 99.3% 174.3% 127.7% 7/18/96 100.0% 178.6% 134.6% 7/19/96 99.3% 181.0% 131.3% 7/22/96 102.1% 177.1% 128.5% 7/23/96 100.7% 170.6% 119.7% 7/24/96 100.0% 173.3% 115.1% 7/25/96 100.4% 176.5% 117.9% 7/26/96 101.4% 176.0% 126.3% 7/29/96 99.3% 174.8% 129.6% 7/30/96 100.4% 176.4% 128.2% 7/31/96 100.0% 176.0% 134.8% 8/1/96 100.0% 177.7% 135.6% 8/2/96 99.3% 177.7% 141.4% 8/5/96 99.8% 177.9% 134.1% 8/6/96 100.0% 182.0% 136.1% 8/7/96 94.3% 181.1% 140.3% 8/8/96 91.4% 179.6% 138.5% 8/9/96 91.4% 179.1% 138.2% 8/12/96 91.4% 183.9% 136.2% 8/13/96 87.1% 186.8% 134.0% 8/14/96 85.7% 186.3% 136.4% 8/15/96 88.2% 190.8% 133.3% 8/16/96 87.1% 189.5% 136.6% 8/19/96 86.4% 187.3% 136.6% 8/20/96 85.7% 181.0% 135.4% 8/21/96 85.7% 188.8% 130.2% 8/22/96 87.9% 201.3% 132.7% 8/23/96 89.3% 204.4% 132.9% 8/26/96 88.6% 200.5% 132.6% 8/27/96 88.9% 200.3% 130.8% 8/28/96 89.6% 195.6% 130.9% 8/29/96 88.9% 190.0% 140.7% 8/30/96 88.6% 189.7% 140.1% 9/2/96 88.6% 189.7% 140.1% 9/3/96 87.9% 188.8% 136.8% 9/4/96 88.9% 187.1% 130.5% 9/5/96 90.0% 182.7% 124.6% 9/6/96 90.0% 186.0% 131.4% 9/9/96 89.3% 189.4% 136.0% 9/10/96 89.3% 187.4% 134.8% 9/11/96 89.3% 185.9% 131.9% 9/12/96 89.3% 190.9% 133.9% 9/13/96 87.9% 193.3% 135.1% 9/16/96 89.3% 193.2% 137.7% 9/17/96 89.3% 192.9% 135.6% 9/18/96 87.9% 193.3% 133.9% 9/19/96 89.3% 194.5% 132.1% 9/20/96 89.3% 197.1% 132.0% 9/23/96 87.9% 197.5% 128.3% 9/24/96 88.6% 200.7% 129.0% 9/25/96 89.3% 205.4% 137.1% 9/26/96 87.9% 204.9% 145.1% 9/27/96 89.3% 205.5% 147.2% 9/30/96 88.6% 205.6% 142.5% 10/1/96 90.0% 207.0% 138.5% 10/2/96 94.3% 201.8% 144.2% 10/3/96 94.3% 199.7% 141.0% 10/4/96 90.7% 202.2% 137.5% 10/7/96 90.7% 198.5% 132.5% 10/8/96 91.1% 200.1% 129.6% 10/9/96 91.8% 201.2% 129.5% 10/10/96 91.4% 201.2% 130.9% 10/11/96 92.9% 208.6% 136.1% 10/14/96 91.4% 206.7% 137.1% 10/15/96 91.4% 195.2% 138.9% 10/16/96 93.6% 192.1% 141.1% 10/17/96 92.9% 195.9% 139.5% 10/18/96 93.6% 201.9% 140.6% 10/21/96 94.3% 204.5% 136.1% 10/22/96 93.6% 200.3% 133.8% 10/23/96 92.1% 201.0% 130.6% 10/24/96 93.6% 203.9% 132.7% 10/25/96 94.3% 203.9% 133.4% 10/28/96 91.4% 204.8% 131.7% 10/29/96 81.4% 202.6% 125.7% 10/30/96 83.6% 197.8% 125.4% 10/31/96 85.0% 198.7% 125.7% 11/1/96 84.3% 197.0% 123.4% 11/4/96 85.7% 190.7% 122.4% 11/5/96 84.3% 191.7% 124.7% 11/6/96 82.9% 194.8% 128.1% 11/7/96 85.7% 191.3% 125.4% 11/8/96 85.7% 190.7% 126.7% 11/11/96 83.2% 186.1% 130.8% 11/12/96 81.4% 191.4% 134.2% 11/13/96 84.3% 194.0% 135.5% 11/14/96 84.3% 194.3% 136.8% 11/15/96 86.4% 191.0% 129.9% 11/18/96 82.9% 186.6% 127.9% 11/19/96 82.9% 186.7% 130.6% 11/20/96 85.0% 189.9% 130.4% 11/21/96 83.6% 190.0% 136.1% 11/22/96 86.4% 194.3% 141.3% 11/25/96 83.6% 195.0% 139.5% 11/26/96 87.1% 199.6% 139.2% 11/27/96 86.4% 198.1% 145.8% 11/28/96 86.4% 198.1% 145.8% 11/29/96 85.0% 197.4% 162.1% 12/2/96 86.4% 198.5% 157.7% 12/3/96 85.7% 200.9% 173.2% 12/4/96 82.9% 201.4% 162.0% 12/5/96 82.1% 201.7% 165.4% 12/6/96 81.4% 196.7% 164.1% 12/9/96 80.0% 196.6% 158.0% 12/10/96 87.9% 199.2% 152.8% 12/11/96 83.2% 194.4% 150.8% 12/12/96 80.7% 189.5% 142.4% 12/13/96 86.4% 190.4% 150.8% 12/16/96 85.7% 186.6% 150.0% 12/17/96 82.1% 185.4% 150.3% 12/18/96 80.0% 188.5% 155.7% 12/19/96 88.6% 191.2% 154.6% 12/20/96 88.2% 190.0% 156.5% 12/23/96 85.7% 186.8% 147.1% 12/24/96 85.7% 184.9% 149.7% 12/25/96 85.7% 184.9% 149.7% 12/26/96 89.3% 184.5% 151.3% 12/27/96 89.3% 186.0% 151.5% 12/30/96 85.7% 183.0% 150.2% 12/31/96 87.1% 181.7% 150.7% 1/3/97 88.60% 177.85% 158.56% - ---------- (a) The AMEX Biotechnology Index includes: AMGN, BGEN, CEPH, CGNE, CHIR, CNTO, CORR, GENZ, GILD, IMNR, LIPO, ORG, PDLI and VRTX. 5 Stock Price and Volume History ================================================================================ Sprint vs. Comparable Gene/Cell Therapy Company Index 1/2/95 to 1/3/97 [The following table was represented as a line graph in the printed material.] Sprint AMEX Biotech Index(b) Comparable Company Index(c) ------ --------------------- ---------- ---------------- 1/2/95 100.0% 100.0% 100.0% 1/3/95 98.6% 99.6% 96.0% 1/4/95 98.6% 85.6% 99.3% 1/5/95 97.1% 86.6% 100.7% 1/6/95 97.1% 86.5% 97.3% 1/9/95 97.1% 86.2% 99.2% 1/10/95 100.0% 85.6% 96.5% 1/11/95 99.3% 83.7% 93.7% 1/12/95 94.3% 82.3% 93.7% 1/13/95 97.1% 83.0% 97.0% 1/16/95 90.4% 84.1% 99.3% 1/17/95 90.0% 83.7% 100.3% 1/18/95 90.0% 83.5% 98.5% 1/19/95 97.1% 83.1% 97.7% 1/20/95 94.3% 82.6% 97.5% 1/23/95 92.9% 83.8% 96.6% 1/24/95 95.7% 86.5% 94.9% 1/25/95 94.3% 87.0% 95.3% 1/26/95 90.0% 88.2% 95.9% 1/27/95 90.0% 88.2% 97.2% 1/30/95 91.4% 87.8% 96.4% 1/31/95 97.9% 91.9% 97.9% 2/1/95 101.4% 90.2% 97.1% 2/2/95 100.7% 89.9% 100.5% 2/3/95 97.9% 90.8% 105.5% 2/6/95 97.1% 92.7% 103.5% 2/7/95 97.1% 92.4% 103.6% 2/8/95 94.3% 96.4% 105.5% 2/9/95 97.1% 92.8% 106.0% 2/10/95 92.9% 93.3% 107.9% 2/13/95 94.3% 90.0% 106.2% 2/14/95 87.9% 90.6% 107.0% 2/15/95 82.9% 91.0% 109.4% 2/16/95 88.6% 91.8% 106.1% 2/17/95 94.3% 90.3% 102.3% 2/20/95 94.3% 90.3% 102.3% 2/21/95 90.0% 90.3% 103.2% 2/22/95 90.0% 90.1% 103.2% 2/23/95 88.6% 90.0% 103.5% 2/24/95 91.4% 91.3% 104.8% 2/27/95 85.7% 89.8% 103.9% 2/28/95 88.6% 91.9% 101.4% 3/1/95 85.7% 89.8% 100.1% 3/2/95 91.4% 89.0% 98.9% 3/3/95 88.6% 89.7% 101.1% 3/6/95 85.7% 89.3% 100.0% 3/7/95 87.1% 88.3% 97.6% 3/8/95 84.3% 88.9% 94.5% 3/9/95 82.9% 87.9% 96.1% 3/10/95 83.6% 88.9% 94.1% 3/13/95 84.3% 89.4% 91.5% 3/14/95 82.1% 88.6% 94.1% 3/15/95 80.7% 88.4% 86.2% 3/16/95 84.3% 88.5% 88.4% 3/17/95 77.1% 88.4% 89.8% 3/20/95 82.9% 88.3% 89.7% 3/21/95 77.1% 88.7% 89.2% 3/22/95 82.9% 88.3% 87.8% 3/23/95 77.1% 87.6% 87.3% 3/24/95 77.1% 88.0% 86.2% 3/27/95 82.9% 89.6% 85.3% 3/28/95 74.3% 90.3% 88.0% 3/29/95 71.4% 88.8% 89.3% 3/30/95 80.0% 87.2% 93.6% 3/31/95 81.4% 86.8% 96.8% 4/3/95 80.0% 85.3% 88.9% 4/4/95 74.3% 84.8% 89.9% 4/5/95 77.1% 85.1% 88.3% 4/6/95 74.3% 86.1% 84.6% 4/7/95 74.3% 85.0% 85.3% 4/10/95 77.1% 87.9% 86.9% 4/11/95 71.4% 88.1% 87.3% 4/12/95 74.3% 89.7% 91.2% 4/13/95 80.0% 89.0% 94.0% 4/14/95 80.0% 89.0% 94.0% 4/17/95 80.0% 88.0% 93.4% 4/18/95 71.4% 87.2% 89.7% 4/19/95 71.4% 87.6% 89.9% 4/20/95 71.4% 87.7% 88.3% 4/21/95 71.4% 89.0% 90.7% 4/24/95 71.4% 88.6% 92.7% 4/25/95 78.6% 87.6% 90.6% 4/26/95 71.4% 89.9% 91.2% 4/27/95 71.4% 92.3% 91.5% 4/28/95 80.0% 91.8% 90.8% 5/1/95 71.4% 89.7% 96.4% 5/2/95 71.4% 89.8% 95.9% 5/3/95 80.0% 91.9% 95.5% 5/4/95 71.4% 91.8% 91.0% 5/5/95 71.4% 92.4% 90.9% 5/8/95 71.4% 92.1% 90.5% 5/9/95 71.4% 90.4% 87.2% 5/10/95 77.1% 90.0% 92.2% 5/11/95 71.4% 89.4% 94.3% 5/12/95 71.4% 88.4% 95.1% 5/15/95 77.1% 88.6% 95.2% 5/16/95 72.1% 88.8% 92.8% 5/17/95 80.0% 88.7% 93.6% 5/18/95 72.9% 88.2% 95.3% 5/19/95 77.1% 89.5% 93.3% 5/22/95 80.0% 89.0% 93.0% 5/23/95 75.7% 88.6% 94.5% 5/24/95 72.9% 88.0% 94.5% 5/25/95 72.9% 88.0% 94.2% 5/26/95 70.0% 87.6% 92.0% 5/29/95 70.0% 87.6% 92.0% 5/30/95 77.1% 88.0% 91.0% 5/31/95 78.6% 90.4% 92.0% 6/1/95 75.7% 91.1% 94.0% 6/2/95 70.0% 92.8% 94.1% 6/5/95 78.6% 94.7% 96.1% 6/6/95 77.1% 92.2% 95.5% 6/7/95 70.0% 92.4% 95.9% 6/8/95 74.3% 92.1% 96.3% 6/9/95 75.7% 90.6% 95.3% 6/12/95 75.7% 95.5% 95.8% 6/13/95 81.4% 95.8% 95.1% 6/14/95 78.6% 95.4% 95.7% 6/15/95 81.4% 97.0% 95.4% 6/16/95 80.7% 99.0% 96.4% 6/19/95 77.1% 100.2% 97.2% 6/20/95 77.1% 100.8% 98.8% 6/21/95 72.1% 99.7% 109.7% 6/22/95 72.9% 103.5% 104.6% 6/23/95 80.0% 102.4% 105.7% 6/26/95 77.1% 102.5% 106.4% 6/27/95 82.9% 102.1% 107.7% 6/28/95 80.7% 103.5% 108.7% 6/29/95 80.0% 102.9% 113.7% 6/30/95 82.9% 103.5% 118.6% 7/3/95 74.3% 103.1% 120.5% 7/4/95 74.3% 103.1% 120.5% 7/5/95 80.0% 103.2% 120.8% 7/6/95 80.0% 103.9% 118.7% 7/7/95 74.3% 103.1% 116.5% 7/10/95 74.3% 101.0% 116.7% 7/11/95 77.1% 101.9% 121.1% 7/12/95 81.4% 103.6% 125.0% 7/13/95 81.4% 104.0% 121.3% 7/14/95 72.9% 106.8% 122.2% 7/17/95 74.3% 106.9% 120.9% 7/18/95 77.1% 106.8% 119.8% 7/19/95 80.0% 104.5% 113.8% 7/20/95 74.3% 103.6% 114.8% 7/21/95 81.4% 105.0% 120.4% 7/24/95 76.4% 106.0% 125.5% 7/25/95 77.1% 105.4% 122.7% 7/26/95 74.3% 110.6% 122.2% 7/27/95 72.9% 114.9% 116.6% 7/28/95 74.3% 115.2% 113.2% 7/31/95 74.3% 115.8% 120.9% 8/1/95 77.1% 114.4% 123.1% 8/2/95 74.3% 113.5% 120.3% 8/3/95 80.7% 113.1% 126.0% 8/4/95 77.9% 112.8% 127.2% 8/7/95 75.7% 113.4% 126.8% 8/8/95 75.7% 117.1% 123.4% 8/9/95 74.3% 126.0% 134.0% 8/10/95 74.3% 125.1% 135.3% 8/11/95 74.3% 129.2% 135.5% 8/14/95 75.0% 130.0% 135.1% 8/15/95 75.0% 128.5% 136.8% 8/16/95 72.9% 130.2% 136.1% 8/17/95 71.4% 129.5% 136.6% 8/18/95 70.0% 132.6% 136.4% 8/21/95 77.1% 135.3% 137.7% 8/22/95 77.1% 134.3% 137.7% 8/23/95 70.0% 131.4% 144.0% 8/24/95 74.3% 127.6% 143.3% 8/25/95 74.3% 128.5% 143.4% 8/28/95 67.1% 125.5% 139.5% 8/29/95 67.1% 127.6% 134.4% 8/30/95 74.3% 129.9% 137.0% 8/31/95 74.3% 131.6% 140.8% 9/1/95 68.6% 129.5% 140.3% 9/4/95 68.6% 129.5% 140.3% 9/5/95 75.7% 135.0% 138.5% 9/6/95 75.7% 134.8% 137.4% 9/7/95 68.6% 136.2% 137.3% 9/8/95 75.7% 139.0% 135.2% 9/11/95 70.0% 141.1% 135.9% 9/12/95 71.4% 140.0% 140.8% 9/13/95 74.3% 138.4% 144.7% 9/14/95 74.3% 137.8% 144.6% 9/15/95 74.3% 138.6% 138.4% 9/18/95 77.9% 137.8% 136.9% 9/19/95 74.3% 140.4% 140.0% 9/20/95 74.3% 137.9% 141.1% 9/21/95 80.0% 136.7% 138.3% 9/22/95 74.3% 138.2% 133.2% 9/25/95 77.1% 136.8% 131.2% 9/26/95 77.1% 138.4% 126.8% 9/27/95 72.9% 136.9% 122.9% 9/28/95 77.1% 137.8% 127.4% 9/29/95 77.1% 136.4% 129.4% 10/2/95 78.6% 134.4% 129.1% 10/3/95 84.3% 131.0% 117.5% 10/4/95 84.3% 133.5% 120.3% 10/5/95 81.4% 135.0% 121.3% 10/6/95 84.3% 134.9% 123.4% 10/9/95 84.3% 129.5% 118.7% 10/10/95 83.6% 127.3% 121.2% 10/11/95 79.6% 129.5% 119.5% 10/12/95 82.1% 130.0% 123.5% 10/13/95 80.0% 132.6% 122.9% 10/16/95 77.1% 132.0% 127.7% 10/17/95 81.4% 136.2% 126.3% 10/18/95 80.0% 135.4% 129.7% 10/19/95 80.0% 138.3% 124.1% 10/20/95 77.9% 130.5% 125.0% 10/23/95 79.3% 130.2% 123.0% 10/24/95 77.9% 127.5% 123.9% 10/25/95 77.9% 127.5% 125.3% 10/26/95 82.9% 125.6% 118.6% 10/27/95 80.0% 129.7% 118.5% 10/30/95 77.9% 132.1% 117.6% 10/31/95 80.0% 135.0% 112.9% 11/1/95 82.9% 130.6% 106.8% 11/2/95 84.3% 129.3% 105.2% 11/3/95 85.7% 131.5% 107.6% 11/6/95 86.4% 131.8% 109.7% 11/7/95 88.6% 132.5% 109.2% 11/8/95 82.9% 132.3% 105.7% 11/9/95 82.9% 137.0% 110.9% 11/10/95 85.7% 137.5% 112.1% 11/13/95 90.0% 138.3% 108.8% 11/14/95 88.6% 136.8% 106.2% 11/15/95 85.7% 136.9% 116.7% 11/16/95 85.7% 133.4% 118.3% 11/17/95 90.0% 134.4% 117.2% 11/20/95 91.4% 132.4% 114.6% 11/21/95 85.7% 129.3% 114.5% 11/22/95 90.0% 130.4% 113.1% 11/23/95 90.0% 130.4% 113.1% 11/24/95 85.7% 131.8% 116.0% 11/27/95 85.7% 134.1% 116.4% 11/28/95 87.1% 141.1% 114.4% 11/29/95 81.4% 140.9% 116.8% 11/30/95 84.3% 141.5% 114.9% 12/1/95 81.4% 140.1% 115.7% 12/4/95 85.7% 145.4% 119.0% 12/5/95 84.3% 148.1% 125.1% 12/6/95 93.6% 148.9% 121.2% 12/7/95 88.6% 148.9% 121.1% 12/8/95 84.3% 150.4% 119.8% 12/11/95 84.3% 147.6% 119.4% 12/12/95 85.7% 144.9% 121.7% 12/13/95 87.1% 146.0% 119.4% 12/14/95 88.6% 140.9% 115.6% 12/15/95 88.6% 142.2% 119.0% 12/18/95 84.3% 139.1% 112.5% 12/19/95 84.3% 141.8% 116.4% 12/20/95 86.4% 145.3% 126.5% 12/21/95 87.9% 156.0% 128.5% 12/22/95 91.4% 161.6% 126.4% 12/25/95 91.4% 161.6% 126.4% 12/26/95 85.7% 159.4% 134.7% 12/27/95 91.4% 160.8% 142.7% 12/28/95 87.1% 161.2% 148.0% 12/29/95 85.7% 161.6% 146.7% 1/1/96 85.7% 161.6% 146.7% 1/2/96 91.4% 158.9% 147.7% 1/3/96 88.6% 160.0% 146.5% 1/4/96 90.7% 158.5% 142.3% 1/5/96 95.7% 156.9% 146.4% 1/8/96 88.6% 153.3% 149.2% 1/9/96 85.7% 151.5% 143.3% 1/10/96 81.4% 146.4% 142.2% 1/11/96 82.9% 149.1% 140.6% 1/12/96 88.6% 151.2% 139.9% 1/15/96 85.7% 152.5% 139.5% 1/16/96 82.9% 156.4% 139.8% 1/17/96 88.6% 158.1% 148.4% 1/18/96 81.4% 158.5% 152.6% 1/19/96 85.7% 155.4% 153.3% 1/22/96 82.9% 152.5% 154.3% 1/23/96 81.4% 153.6% 155.8% 1/24/96 85.7% 157.3% 163.7% 1/25/96 81.4% 159.6% 166.7% 1/26/96 80.0% 163.9% 175.7% 1/29/96 72.9% 161.3% 173.0% 1/30/96 82.9% 166.5% 162.5% 1/31/96 80.0% 166.9% 171.6% 2/1/96 82.9% 169.2% 169.4% 2/2/96 80.0% 165.5% 170.3% 2/5/96 80.0% 165.5% 168.8% 2/6/96 82.9% 164.6% 169.0% 2/7/96 80.0% 169.6% 164.6% 2/8/96 87.1% 168.0% 160.8% 2/9/96 82.9% 167.7% 155.4% 2/12/96 82.9% 169.9% 161.5% 2/13/96 82.9% 168.1% 157.7% 2/14/96 82.9% 166.4% 156.2% 2/15/96 85.7% 168.0% 153.6% 2/16/96 78.6% 169.4% 155.0% 2/19/96 78.6% 169.4% 155.0% 2/20/96 80.7% 163.9% 160.6% 2/21/96 77.9% 163.2% 161.5% 2/22/96 77.1% 168.8% 158.5% 2/23/96 84.3% 168.7% 162.2% 2/26/96 77.1% 168.5% 155.0% 2/27/96 80.0% 166.2% 153.7% 2/28/96 78.6% 164.7% 174.8% 2/29/96 84.3% 163.0% 173.2% 3/1/96 78.6% 162.7% 168.4% 3/4/96 75.7% 165.4% 162.2% 3/5/96 75.7% 172.9% 165.9% 3/6/96 80.0% 175.1% 166.9% 3/7/96 75.7% 177.1% 163.1% 3/8/96 75.7% 163.3% 156.3% 3/11/96 75.7% 165.5% 157.0% 3/12/96 75.7% 162.3% 151.7% 3/13/96 75.7% 164.4% 151.3% 3/14/96 75.7% 167.0% 154.1% 3/15/96 71.4% 165.1% 149.2% 3/18/96 71.4% 161.8% 153.5% 3/19/96 71.4% 158.1% 153.9% 3/20/96 73.6% 157.5% 154.3% 3/21/96 72.9% 159.9% 153.7% 3/22/96 76.4% 161.6% 150.6% 3/25/96 75.7% 154.3% 144.6% 3/26/96 74.3% 149.9% 143.7% 3/27/96 75.0% 153.6% 141.7% 3/28/96 71.4% 154.8% 144.4% 3/29/96 77.1% 151.7% 148.5% 4/1/96 74.3% 151.8% 153.3% 4/2/96 72.9% 155.9% 155.1% 4/3/96 71.4% 156.4% 155.7% 4/4/96 72.9% 155.4% 153.9% 4/5/96 72.9% 155.4% 153.9% 4/8/96 70.0% 151.1% 149.9% 4/9/96 70.7% 148.2% 150.2% 4/10/96 68.6% 140.2% 147.9% 4/11/96 68.6% 140.4% 142.5% 4/12/96 68.6% 146.5% 146.5% 4/15/96 68.6% 144.5% 147.4% 4/16/96 70.0% 145.1% 148.5% 4/17/96 70.0% 141.6% 151.0% 4/18/96 71.4% 148.5% 157.6% 4/19/96 71.4% 146.4% 160.7% 4/22/96 72.1% 147.8% 160.6% 4/23/96 72.9% 147.7% 163.5% 4/24/96 73.6% 144.7% 166.8% 4/25/96 72.9% 147.4% 161.7% 4/26/96 70.0% 150.4% 160.5% 4/29/96 70.0% 150.0% 158.1% 4/30/96 70.0% 151.4% 157.8% 5/1/96 75.7% 152.1% 169.2% 5/2/96 74.3% 144.2% 168.8% 5/3/96 71.4% 142.2% 170.8% 5/6/96 72.9% 144.3% 174.5% 5/7/96 70.0% 145.1% 172.9% 5/8/96 71.4% 146.4% 169.8% 5/9/96 71.4% 146.5% 174.9% 5/10/96 72.1% 147.5% 180.6% 5/13/96 72.9% 151.1% 185.9% 5/14/96 75.7% 152.7% 181.7% 5/15/96 71.4% 150.4% 182.1% 5/16/96 70.0% 153.1% 188.3% 5/17/96 68.6% 154.7% 192.2% 5/20/96 65.7% 157.1% 192.7% 5/21/96 65.7% 158.7% 187.7% 5/22/96 62.9% 158.4% 187.9% 5/23/96 62.9% 159.4% 188.6% 5/24/96 106.4% 158.6% 182.1% 5/27/96 106.4% 158.6% 182.1% 5/28/96 98.6% 156.2% 183.3% 5/29/96 98.6% 155.3% 184.2% 5/30/96 100.0% 157.7% 182.5% 5/31/96 100.0% 157.4% 184.0% 6/3/96 101.4% 155.3% 186.2% 6/4/96 101.4% 156.5% 186.4% 6/5/96 101.4% 154.8% 186.6% 6/6/96 101.4% 154.1% 187.8% 6/7/96 100.4% 152.5% 188.7% 6/10/96 100.0% 154.1% 193.0% 6/11/96 102.1% 152.5% 192.4% 6/12/96 102.9% 152.2% 187.4% 6/13/96 100.7% 153.9% 187.1% 6/14/96 101.8% 152.6% 182.7% 6/17/96 101.4% 153.7% 179.0% 6/18/96 101.4% 152.1% 170.9% 6/19/96 101.4% 149.3% 168.2% 6/20/96 102.1% 148.3% 166.2% 6/21/96 101.4% 146.2% 170.1% 6/24/96 101.4% 147.6% 168.2% 6/25/96 101.6% 147.7% 170.1% 6/26/96 101.8% 147.1% 166.6% 6/27/96 100.7% 143.3% 162.8% 6/28/96 102.9% 143.8% 166.8% 7/1/96 100.7% 147.7% 162.0% 7/2/96 101.8% 146.0% 155.1% 7/3/96 101.4% 144.9% 151.5% 7/4/96 101.4% 144.9% 151.5% 7/5/96 100.7% 141.2% 147.9% 7/8/96 99.3% 138.3% 144.2% 7/9/96 100.7% 139.9% 146.8% 7/10/96 100.0% 138.5% 136.5% 7/11/96 99.3% 136.3% 132.7% 7/12/96 99.6% 139.3% 139.6% 7/15/96 101.4% 139.5% 122.1% 7/16/96 98.6% 139.1% 119.9% 7/17/96 99.3% 138.2% 127.2% 7/18/96 100.0% 142.1% 133.5% 7/19/96 99.3% 143.8% 130.3% 7/22/96 102.1% 141.2% 127.4% 7/23/96 100.7% 136.8% 118.8% 7/24/96 100.0% 138.0% 114.5% 7/25/96 100.4% 140.3% 116.8% 7/26/96 101.4% 140.4% 125.0% 7/29/96 99.3% 138.8% 128.8% 7/30/96 100.4% 140.8% 127.3% 7/31/96 100.0% 141.9% 133.1% 8/1/96 100.0% 137.5% 133.8% 8/2/96 99.3% 136.3% 139.4% - ---------- (a) AMEX Biotechnology Index includes: AMGN, BGEN, CEPH, CGNE, CHIR, CNTO, CORR, GENZ, GILD, IMNR, LIPO, ORG, PDLI and VRTX. (b) Comparable companies include: CEGE, CPRO, GMED, SOMA, TGEN, and VICL. 6 Stock Price and Volume History ================================================================================ Sprint 12 Month Volume Distribution by Price Range (1/1/96 to 1/3/97) Total Volume Traded: 17.1% of Shares Outstanding(a) [The following table was represented as a bar graph in the printed material.] Percent Volume Traded Within Price Range - ---------------------------------- Up to $11.50 1.41% $11.50 to 7.70% $13.25 $13.25 to 22.25% $15.00 $15.00 to 31.98% $16.25 $16.25 to 24.54% $18.50 $18.50 to 12.13% $18.63 - ---------- (a) Total volume traded during period of 2,479,200 shares. 7 Stock Price and Volume History ================================================================================ 24 Month Volume Distribution by Price Range (1/1/95 to 1/3/97) Total Volume Traded: 22.7% of Shares Outstanding(a) [The following table was represented as a bar graph in the printed material.] Volume Distribution by Price Range - ---------------------------------- Up to $11.88 1.90% $11.88 to 13.98% $13.88 $13.88 to 37.07% $15.88 $15.88 to 36.25% $17.88 $17.88 to 10.79% $18.63 - ---------- (a) Total volume traded during period of 3,286,900 shares. 8 LEHMAN BROTHERS B Comparable Company Analysis ================================================================================ Analysis of Comparable Biotechnology Companies -- Gene Therapy Companies ($ in millions)
Burn Products in Market Technology Cash Life Corporate Development Product Value(a) Value(a)(b) Balance (years) Partners Program Focus -------- ----------- ------- ------- ---------------- -------------- ------------------- Avigen Inc. $36.1 $15.1 $17.2 4.0 None Preclinical Cancer Blood Diseases Infectious Diseases GeneMedicine, Inc. $100.6 42.9 32.7 2.8 Roche Phase I -1 Cancer, Muscle Corange Inflammatory, Blood Cardiovascular Growth Factors (3) Ribozyme Pharmaceuticals 88.9 55.5 22.3 1.4 Chiron Preclinical Diabetic Parker-Davis Retinopathy HIV, Other Somatix Therapy Corp. 107.4 70.8 13.8 0.7 Baxter Healthcare Phase I/II - 4 Cancer, Neurology Bristol-Myers Hemophilia, Squibb Parkinson's Chronic Granulomatous Phase I/II - 5 Targeted Genetics Corp. 99.2 69.6 21.9 1.3 Immunex HIV, Cancer CellPro Gaucher Disease Cystic Fibrosis Vical Inc. 270.7 219.9 48.7 8.7 Merck Phase II - 1 Infectious Diseases Genzyme Phase I/II - 2 Cancer Pasteur-Merieux Baxter, Isis Corixa ------------------------------------------- Mean $117.2 $79.0 $26.1 3.1 Median 99.9 62.6 22.1 2.1 High 270.7 219.9 48.7 8.7 Low 36.1 15.1 13.8 0.7
- ---------- (a) Calculated as of January 3, 1997. (b) Calculated as of January 3, 1997. Technology Value is Market Value less Cash Balance. 9 Comparable Company Analysis ================================================================================ Analysis of Comparable Biotechnology Companies -- Cell Therapy Companies ($ in millions)
Number of Burn Products in Market Technology Cash Life Corporate Development Product Value(a) Value(a) Balance (years) Partners Program Focus ---------- ---------- -------- --------- -------------- ---------------- ------------------------ Cell Genesys, Inc. $183.8 $77.4 $77.9 15.5 Japan Tobacco Phase II - I AIDS Hoechst Marion Roussel. CellPro $196.1 $104.8 $65.3 4.0 Corixa Phase I/II - 6 Cancer Targeted Phase II - 1 AIDS Genetics Phase III - 1 Eur. Approval - 1 - ------------------------------------------------------------------------------------------------------------------------------------ Sprint (b) $243.9 $199.4 $25.0 0.8 Sandoz Phase I/II - 2 Autoimmune Disease Cancer Genetic Diseases Genetic Therapy Organ Transplantation AIDS - ------------------------------------------------------------------------------------------------------------------------------------
Excludes Sprint - ---------------------------------------------------------------------- Mean $189.9 $91.1 $71.6 9.7 - --------- (a) Calculated as of January 3, 1996 (b) Per discussion with Company management, Sprint had approximately $25 million of cash on hand as of 12/31/96. 10 LEHMAN BROTHERS C Historical and Projected Financial Statements ================================================================================ Balance Sheet, September 30, 1996 ASSETS Current Assets Cash and cash equivalents (a) $ 1,995 Short-term investments (a) 48,373 Other current assets 1,423 ------- Total Current Assets 51,791 Net property and equipment 44,862 Deposits and other assets 617 ------- $97,270 ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities $ 6,744 Current portion of capital lease obligations 1,951 Deferred revenue from related party 8,400 Current portion of accrued rent 54 ------- Total Current Liabilities 17,149 Noncurrent portion of capital lease obligation 4,037 Accrued rent, less current portion 4,730 Stockholders' Equity 71,354 ------- $97,270 ======= - ---------- (a) Per discussion with Company management, Sprint had approximately $25 million of cash and $6.0 million of debt as of December 31, 1996. - -------------------------------------------------------------------------------- 11 Historical and Projected Financial Statements ================================================================================ Years ending December 31, ($ in millions)
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ------ ------ ------- ------- ------ ------ ------ -------- -------- -------- Revenues $19.7 $31.5 $48.1 $106.6 $246.0 $566.7 $1,177.8 $1,958.4 $2,975.6 $3,761.3 COGS 15.4 20.2 23.4 35.6 63.9 129.7 244.0 389.3 552.7 695.6 ------ ------ ------- ------- ------ ------ ------ -------- -------- -------- Gross Profit 4.3 11.3 24.7 71.0 182.1 437.0 933.8 1,569.1 2,422.9 3,065.7 R&D 40.0 48.0 55.4 57.1 58.8 85.0 176.7 293.8 446.3 564.2 SG&A 6.7 7.6 9.6 10.3 11.4 28.3 58.9 97.9 148.8 188.1 ------ ------ ------- ------- ------ ------ ------ -------- -------- -------- EBIT (42.4) (44.3) (40.2) 3.6 112.0 323.6 698.2 1,177.4 1,827.8 2,313.5 Net Income (42.4) (44.3) (40.2) 3.6 112.0 244.8 412.0 694.7 1,078.4 1,364.9 ====== ====== ======= ======= ====== ====== ====== ======== ======== ======== Free Cash Flow (34.7) (45.8) (40.3) (4.0) 95.1 227.6 375.8 647.4 1,023.3 1,327.5 Cumulative Cash Flow $(34.7) $(80.5) $(120.8) $(124.8) $(29.7) $197.9 $573.7 $1,221.1 $2,244.4 $3,571.9
12 Historical and Projected Financial Statements ================================================================================ Years ending December 31,
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Revenue Growth 444% 60% 53% 121% 131% 130% 108% 66% 52% 26% Gross Margin % 22% 36% 51% 67% 74% 77% 79% 80% 81% 82% As a % of Sales R&D 203% 152% 115% 54% 24% 15% 15% 15% 15% 15% SG&A 34% 24% 20% 10% 5% 5% 5% 5% 5% 5% EBIT Margin NM NM NM 3% 46% 57% 59% 60% 61% 62%
13 Historical and Projected Financial Statements ================================================================================ Case Studies: Amgen and Genentech Growth and Margins Since Initial Product Sales
Years Since Initial Product Launch -------------------------------------------------------------- ($ in millions) Year 1 Year 2 Year 3 Year 4 Year 5 CAGR ------ ------ ------ ------ ------ ---- Sprint (1999 - 2003) Sales $106.6 $246.0 $566.7 $1,177.8 $1,958.4 % growth 121% 131% 130% 108% 66% 107% EBIT(a) 3.3 112.0 323.6 698.2 1,177.4 % sales 3% 46% 57% 59% 60% Amgen (1989 - 1993) Sales $147.6 $298.7 $682.0 $1,093.0 $1,373.8 % growth 116% 102% 128% 60% 26% 75% EBIT (a) 9.5 64.5 245.8 588.0 597.9 % sales 6% 22% 36% 54% 44% Genentech (1987 - 1991) Sales $218.6 $322.7 $383.3 $446.7 $467.1 % growth 144% 48% 19% 17% 5% 21% EBIT (b) 38.8 41.2 37.9 47.2 2.1 % sales 18% 13% 10% 11% 0%
- ---------- (a) Amgen EBIT excludes legal defense fees and awards. (b) Genentech EBIT excludes special charges of $23.3 in 1988 (Year 2) and $167.7 in 1990 (Year 4). 14 Historical and Projected Financial Statements ================================================================================ Case Studies: Genentech and Genetics Institute Projected vs. Actual Performance
Genentech(a) 1991 1992 1993 1994 1995 CAGR ---- ---- ---- ---- ---- ---- Projected sales $585 $732 $1,034 $1,459 $1,853 % growth - 25% 41% 41% 27% 33% Actual sales $516 $544 $650 $795 $918 % growth - 5% 19% 22% 15% 15% Projected net income $67 $101 $176 $373 $484 % projected sales 11% 14% 17% 26% 26% 64% Actual net income $44 $21 $59 $124 $161 % actual sales 9% 4% 9% 16% 18% 38% Genetics Institute(b) Projected sales $115 $154 $210 $285 % growth - 34% 36% 36% 35% Actual sales $88 $102 $131 $172 % growth - 16% 28% 31% 25% Projected net income $10 $19 $40 $41 % projected sales 9% 12% 19% 14% 42% Actual net income ($19) ($17) ($19) $2 % actual sales NM NM NM 1% NM
- ---------- (a) Projections for Genentech's May 2, 1990 proxy related to the Merger with Roche Holdings. Per the proxy, the projections represented 50% of management's actual expectation of total sales. (b) Projections per Genetic Institute's December 10, 1991 proxy related to the Merger with America Home Products. 15 Historical and Projected Financial Statements ================================================================================ Case Studies: Applied Immune Sciences and Sprint 1993 Projections vs. 1995 Projections
Applied Immune Sciences 1993 1994 1995 1996 1997 CAGR ---- ---- ---- ---- ---- ---- 1993 Projected sales(a) $ 1 $ 8.0 $ 43 $ 183 $321 % growth -- 700% 438% 326% 75% 323% 1995 Projected sales(b) (c) $ 1 $ 1 $ 2 $ 2 $ 5 % growth -- 80% 80% 0% 150% 69% 1993 Projected net income(a) $(21) $ (20) $ 11 $ 130 $ 171 % 1993 projected sales NM NM 26% 71% 53% NM 1995 Projected net income(b) (c) (d) $(29) $ (31) $ (36) $ (22) $ (34) % 1995 projected sales NM NM NM NM NM NM Sprint 1992 1993 1994 1995 1996 CAGR ---- ---- ---- ---- ---- ---- Projected sales(e) $ 1 $ 55 $ 315 $ 778 $ 1,135 % growth -- NM 472% 147% 46% NM Actual sales (f) $ 5 $ 6 $ 4 $ 4 $ 20 % growth -- 20% NM 0% 400% 41%
- ---------- (a) 1993 projections per Applied Immune Sciences Merger Proxy dated August 20, 1993. (b) 1995 projections per Applied Immune Sciences Merger Proxy dated October 24, 1995, Scenario A. (c) Represents actual sales and net income during these years. Included for comparison purposes to both the original projections and assumed subsequent growth. (d) 1993 actual net income adjusted for $9.6 million in special RPR transaction costs. (e) Projected sales per Sprint's 1991 Tender Proxy dated December 20, 1991 (f) 1996 represents projected sales per Sprint's "Strategic Business Plan, 1996 - 2005". 16 Historical and Projected Financial Statements ================================================================================ Large Capitalization Pharmaceutical Companies ($ in millions)
Ranked by 1995 EBIT Ranked by 1995 EBIT Margin ---------------------------------- ----------------------------------- EBIT Revenue Margin Margin EBIT Revenue ---- ------- ------ ------ ---- ------- ---------------------------------------------------------------- 1 Merck & Co. $4,595.6 $16,681.1 27.5% 1 Sprint 61.5% $2,313.5 $3,761.3 ---------------------------------------------------------------- 2 Bristol-Myers Squibb 3,615.0 13,767.0 26.3 2 Eli-Lilly & Company 29.3 1,981.8 6,763.8 3 Bayer 2,682.0 29,084.0 9.2 3 Schering-Plough 28.5 1,452.3 5,104.4 4 Pfizer Inc. 2,560.2 10,021.4 25.5 4 Merck & Co. 27.5 4,595.6 16,681.1 5 AHP 2,512.0 13,376.0 18.8 5 Bristol-Myers Squibb 26.3 3,615.0 13,767.0 6 Hoechst 2,342.8 34,040.3 6.9 6 Pfizer Inc. 25.5 2,560.2 10,021.4 - ----------------------------------------------------------------- 7 Sprint (a) 2,313.5 3,761.3 61.5 7 AHP 18.8 2,512.0 13,376.0 - ----------------------------------------------------------------- 8 Sandoz 2,156.9 12,137.0 17.8 8 Roche Holdings AG 18.0 2,110.7 11,719.8 9 Roche Holdings AG 2,110.7 11,719.8 18.0 9 Sandoz 17.8 2,156.9 12,137.0 10 Glaxo Wellcome plc 2,024.8 11,567.0 17.5 10 Glaxo Wellcome plc 17.5 2,024.8 11,567.0 - ----------------------------------------------------------------- Amgen(b) 743.6 1,939.9 38.3 - -----------------------------------------------------------------
- ---------- (a) Represents Sprints' projected EBIT and Revenues in 2005, per Sprint's projections. (b) Amgen's adjusted margins to account for royalties, corporate partner income and royalty income equals 34.2%. 17 Historical and Projected Financial Statements ================================================================================ Large Capitalization Pharmaceutical and Biotechnology Companies Fiscal Year 1995 ---------------------------------------------------- EBIT SG&A R&D Margin % Sales % Sales ----------------- ----------------- ---------------- - -------------------------------------------------------------------------------- Sprint (a) 61.5% 5.0% 15.0% - -------------------------------------------------------------------------------- American Home Products 18.8 37.2 10.1 Amgen 38.3 21.6 23.3 Bristol-Myers Squibb 26.3 38.6 8.7 Chiron (11.6) 33.6 31.2 Eli Lilly & Co. 29.3 27.4 15.4 Genentech 16.0 27.4 39.6 Genzyme 3.4 30.0 21.6 Glaxo Wellcome 17.5 34.6 14.8 Merck & Co. 27.5 19.8 8.0 Pfizer Inc. 25.5 38.5 14.4 Pharmacia & Upjohn 17.5 36.9 17.7 Schering-Plough 28.5 39.0 12.9 Warner-Lambert 15.2 43.2 7.1 - -------------------------------------------------------------------------------- Mean 19.4% 32.9% 17.3% - -------------------------------------------------------------------------------- - ---------- (a) Represents Sprint's projected margins as of 2005, per Sprint's projections. 18 Historical and Projected Financial Statements ================================================================================ Sprint -- Sales Composition [The following table was represented as a pie graph in the printed material.] 2001% ----- Cancer 68% Autoimmune Disease 26% Genetic Disease 5% Genetic Therapy 1% 1.0 Total $535.5 2005% ----- Cancer 22% Autoimmune Disease 27% Genetic Disease 2% Genetic Therapy 24% Organ Transplantation 4% Leukemia 15% HIV 6% 1.0 Total $3,705.8 - ---------- (a) Revenue for 2001 excludes $31.2 million of non-product collaborative research, milestone payment and royalty revenue. (b) Revenue for 2005 excludes $55.3 million of royalty revenue. (c) HIV represents the distributed net profit of the Sprint/Hurdle HIV joint venture. Total revenues from the joint venture are $25.5 million and $1,685.0 million in 2001 and 2005, respectively. 19 Historical and Projected Financial Statements ================================================================================ Sprint Projections -- Product Launch Assumptions Product Launches: Cancer Genetic Therapy U.S. 1999 U.S. 2001 Europe 1998 Europe 2002 Japan 2000 Japan 2003 Autoimmune Transplantations U.S. 2001 U.S. 2004 Europe 2001 Europe 2004 Japan 2002 Japan 2005 Genetic Disease Leukemia U.S. 2000 U.S. 2003 Europe 2000 Europe 2004 Japan 2002 Japan 2005 HIV, Symptomatic HIV, Asymptomatic U.S. 2001 U.S. 2003 Europe 2002 Europe 2004 Japan 2003 Japan 2005 20 Historical and Projected Financial Statements ================================================================================ Sprint Projections -- Pricing Assumptions Product Pricing Rationale - ------------------------------- ------- --------------------------------- Cancer $15,000 o Premium over unfractionated bone marrow or mobilized peripheral blood due to increased survival rates. Autoimmune Disease $15,000 o Significant increase in disease-free survival. Potential to eliminate chronic drug treatment costs ($2,000/year for over 10 - 20 years). Genetic Disease (in utero) $60,000 o Life time cure to replace expensive chronic therapies (e.g., $200,000 - $350,000/patient/year). Genetic Therapy -- Chemotherapy $20,000 o Premium over autologous HSC due to increased survival and cure rates. Genetic Therapy -- HIV $20,000 o Increase life expectancy by at least 12 - 18 months. Solid Organ Transplantation $20,000 o Savings from avoiding cost of organ transplant rejection ($35,000 - $45,000). o Reduction in annual costs of immunosuppressive drugs ($10,000 - $20,000). Leukemia $20,000 o Premium price for all transplants and T-cell addback. 21 Historical and Projected Financial Statements ================================================================================ Sprint Projections -- Assumptions Inflation: None. Based in 1996 dollars. Cost of Goods Sold: Considers the number of patients treated each year and the direct material, labor, shipping costs, royalties and direct overhead associated with each treatment. Net of Japanese cell center manufacturing costs (paid by partner). Cell processing centers for the HSC-GT HIV product are separate from other multi-product centers. Costs for first tow HIV centers are funded equally by Sprint and Hurdle. Balance of the centers are funded from the project prior to profit distribution. Research and Development: Prior to product revenues, base R&D increasing at 5% a year. After product launch, 15% of revenues. Sales, General and Administrative: Prior to product revenues, base SG&A increases 3% per year. After product launch, 5% of revenues. Taxes: 41% of EBIT (35% Federal, 6% California). NOL benefits are utilized through 2001. 22 Historical and Projected Financial Statements ================================================================================ Sprint Projections -- Assumptions Depreciation: Equipment 5 years Building/Improvements 30 years Capital Expenditures:(a) 18 Multi-Product Convertible Facilities -- $9.4 million per facility 2 Double Positive Selection Device ("DPSD") Conversions -- $1.8 million per conversion 2 Multi-Product DPSD Facilities -- $8.2 million per facility 7 HIV Gene Therapy DPSD Facilities -- $10.2 million per facility Working Capital: Accounts Receivable: 8.0% of product sales, HIV profit distribution and royalties. Accounts Payable: 10.0% of operating expenses. Public Equity Financings: 1997: $23.5 million, $17.00 per share 1998: $47.0 million, $28.00 per share - ---------- (a) Capital expenditures include both the cost of building/improvements and equipment. 23 LEHMAN BROTHERS D Discounted Cash Flow Analysis ================================================================================ DCF Results -- Sprint Projections ($ in millions)
Firm Value Value per Share(a) Yr. 2001 Revenue Terminal Multiples Yr. 2001 Revenue Terminal Multiples ----------------------------------------- ----------------------------------------- 5.0x 6.0x 7.0x 8.0x 5.0x 6.0x 7.0x 8.0x ---- ---- ---- ---- ---- ---- ---- ---- Discount Rate 35.0% $653.6 $780.0 $906.4 $1,032.8 $43.29 $51.10 $58.90 $66.70 40.0% 539.2 644.5 749.9 855.3 36.22 42.73 49.24 55.74 45.0% 447.0 535.4 623.8 712.2 30.53 35.99 41.45 46.91 50.0% 372.3 446.9 521.5 596.1 25.92 30.52 35.13 39.74
- ---------- (a) Equity Value is firm value plus cash and investments of $25.0 and option proceeds of $28.4 less total debt of $6.0. Per share calculation assumes 16,193,150 fully diluted shares. 24 Discounted Cash Flow Analysis ================================================================================ DCF Valuation Assumptions -- Terminal Multiples Comparison ($ in millions)
2001 Terminal Multiples --------------------------------------------------- Revenue EBIT Revenues Multiple Multiple -------- -------- -------- Amgen, Fiscal Year 1990 $298.7 4.7x 10.9x (a) Amgen, Fiscal Year 1991 682.0 9.8x 24.0x (a) Amgen, Fiscal Year 1997 (d) 2,625.1 5.3x 12.6x 2005 Terminal Multiples -------------------------------------------------- LTM 5-Year Forward Forward Multiple Growth Rate(b) Multiple -------- -------------- -------- U.S. Pharmaceutical Company Index (c): Revenue Multiples 4.03x 13.1% 3.56x EBIT Multiples 18.3x 13.2% 16.17x Amgen EBIT Multiple (d) 15.1x 19.8% 12.6x
- ---------- (a) Represents Amgen's respective revenue and EBIT multiple at the low of the Company's stock price during 1991 and 1990. (b) Five year projected growth rate per Zacks. (c) US Pharmaceutical Company Index includes American Home Products, Bristol Myers Squibb, Eli Lilly, Merck, Pfizer, Pharmacia & Upjohn, Rhone-Poulenc Rorer, Schering Plough and Warner Lambert. (d) Represents Amgen's 1997 Revenue and EBIT multiple using revenue projection and EBIT projection ($1,109.5 million) by Tony Butler, Lehman Brothers Research Analyst. Growth rate is implied by change in EBIT multiple. Valuation uses Amgen's current Firm Value of $13,939.1 million as of January 3, 1997. 25 Discounted Cash Flow Analysis ================================================================================ DCF Results -- Sensitivity Case 1 ($ in millions)
Firm Value Equity Value per share (a) Yr. 2005 EBIT Terminal Multiples Yr. 2005 EBIT Terminal Multiples ------------------------------------ ------------------------------------- 11x 13x 15x 11x 13x 15x ------ ------ ------ ------ ------ ------ Discount Rate 35.0% $427.7 $499.7 $571.7 $29.34 $33.79 $38.23 40.0% 298.7 350.6 402.5 21.37 24.58 27.78 45.0% 208.2 246.0 283.9 15.78 18.12 20.46 50.0% 144.1 172.0 199.8 11.82 13.55 15.27
- ---------- (a) Equity Value is firm value plus cash and investments of $25.0 and option proceeds of $28.4 minus total debt of $6.0. Per share calculation assumes 16,193,150 fully diluted shares. 26 Discounted Cash Flow Analysis ================================================================================ Sensitivity Case 1 Adjustments to Sprint Projections -- Eligible Patient Adjustments Sensitivity as % of Sprint Sprint Product Projections Rationale - ---------------------------------- ---------------- ------------------------- HSC -- Cancer 80% Competitive therapies (Centocor - Panorex; GeneLabs - MDR; Genentech/IDEC - non-Hodgkins B-cell lymphomas; Genentech - breast cancer efforts; Vertex - MDR) HSC -- Leukemia 80% Competitive therapies (See Cancer) HSC -- Autoimmune Disease 20% Competitive therapies; assumption of improved long-term treatments (Centocor - Rheumatoid Arthritis; GeneLabs - Lupus focus in Phase II/III trials; IDEC - Autoimmune disease research; LaJolla Pharmaceuticals - LJP 394); possibility that Sprint product has palliative vs. curative results HSC -- Genetic Disease 80% Competitive therapies from other research HSC -- Genetic Therapy 60% Competitive therapies that offer opportunity for long-term maintenance HSC -- HIV 40% Competitive therapies that offer opportunity for long-term maintenance HSC -- Solid Organ Transplantation 75% Competitive therapies from other research 27 Discounted Cash Flow Analysis ================================================================================ Sensitivity Case 1 Assumptions -- Pricing and Margins Variable Assumption Rationale Pricing 70% of projections o Assumes increased competitive/alternative therapies and continued reimbursement pressures. o Assumes products are highly palliative, although not curative, in all indications. Cost of Goods Sold Same methodology as Sprint projections o Adjusts facility build-out based on minimum required level of production per facility. o Fixed costs per facility and variable cost percentage of production are same as projections. R&D 15% of revenues o Same percentage as Sprint projections. o Similar to large pharmaceutical companies. S, G & A 15% of revenues o Increased from 5% of revenues in Sprint projections. o Larger sales effort required in more competitive environment. o Based on averages in biotechnology and pharmaceutical industry. Sprint SG&A is lower as they do not require detail sales force and can maximize sales and administrative efficiencies with facilities located near metropolitan areas. Other Variables Same as Sprint projections 28 Discounted Cash Flow Analysis ================================================================================ Case Comparison -- Sprint Projection and Sensitivity Case 1 o Growth Rates and Margins 1998 2001 2005 ---- ---- ---- Revenue Growth Projection 53% 130% 26% Sensitivity Case 1 33% 80% 31% Manufacturing Expense/Revenue Projection 49% 23% 18% Sensitivity Case 1 51% 32% 30% R&D/Revenue Projection 115% 15% 15% Sensitivity Case 1 132% 15% 15% SG&A/Revenue Projection 20% 5% 5% Sensitivity Case 1 23% 15% 15% Operating Income Margin Projection NM 57% 62% Sensitivity Case 1 NM 38% 40% 29 Discounted Cash Flow Analysis ================================================================================ Large Biotechnology Company Operating Statistics ($ in millions)
Percent of LTM Revenues ---------------------------------------- Market LTM Revenues Operating Gross Operating Value Profit Margin S,G&A R&D Margin ------ ------------ --------- ------ ----- --- --------- Amgen $15,106.9 $2,159.8 $921.9 87% 21% 24% 43% Chiron 3,346.3 1,268.9 88.6 66 31 28 7 Genzyme 1,992.1 478.1 14.9 60 33 24 3 Mean -- -- -- 71% 28% 25% 18%
30 Discounted Cash Flow Analysis ================================================================================ DCF Results -- Sensitivity Case 2 ($ in millions)
Firm Value Equity Value per share (a) Yr. 2005 EBIT Terminal Multiples Yr. 2005 EBIT Terminal Multiples ------------------------------------ ------------------------------------ 11x 13x 15x 11x 13x 15x ------ ------ ------ ------ ------ ------ Discount Rate 35.0% $294.5 $350.4 $406.2 $21.11 $24.56 $28.01 40.0% 197.5 237.8 278.1 15.13 17.61 20.10 45.0% 130.2 159.6 189.0 10.97 12.78 14.60 50.0% 83.1 104.7 126.4 8.06 9.39 10.73
(a) Equity Value is firm value plus cash and investments of $25.0 and option proceeds of $28.4 minus total debt of $6.0. Per share calculation assumes 16,193,150 fully diluted shares. 31 Discounted Cash Flow Analysis ================================================================================ Sensitivity Case 2 Adjustments to Sprint Projections -- Eligible Patient Adjustments Sensitivity as % of Sprint Sprint Product Projections Rationale - ---------------------------- --------------- ------------------------------ HSC -- Cancer 70% Competitive therapies (Centocor - Panorex; GeneLabs - MDR; Genentech / IDEC - non-Hodgkins B-cell lymphomas; Genentech - breast cancer efforts; Vertex - MDR) HSC -- Leukemia 70% Competitive therapies (See Cancer) HSC -- Autoimmune Disease 20% Competitive therapies; assumption of improved long-term treatments (Centocor - Rheumatoid Arthritis; GeneLabs - Lupus focus in Phase II/III trials; IDEC - Autoimmune disease research; LaJolla Pharmaceuticals - LJP 394); possibility that Sprint product has palliative vs. curative results HSC -- Genetic Disease 65% Competitive therapies from other research HSC -- Genetic Therapy 50% Competitive therapies that offer opportunity for long-term maintenance HSC -- HIV 40% Competitive therapies that offer opportunity for long-term maintenance HSC -- Solid Organ Transplantation 60% Competitive therapies from other research 32 Discounted Cash Flow Analysis ================================================================================ Sensitivity Case 2 Assumptions -- Pricing and Margins Variable Assumption Rationale - ---------------------- ------------------ -------------------------------- Pricing 70% of projections o Assumes increased competitive/alternative therapies and continued reimbursement pressures. o Assumes products are highly palliative, although not curative, in all indications. Cost of Goods Sold Same methodology as Sprint projections o Adjusts facility build-out based on minimum required level of production per facility. o Fixed costs per facility and variable cost percentage of production are same as projections. R&D 15% of revenues o Same percentage as Sprint projections. Similar to large pharmaceutical companies. S, G & A 15% of revenues o Increased from 5% of revenues in Sprint projections. o Larger sales effort required in more competitive environment. o Based on averages in biotechnology and pharmaceutical industry. Sprint SG&A is lower as they do not require detail sales force and can maximize sales and administrative efficiencies with facilities located near metropolitan areas. Product Launch Date Delayed one year o Each Product launch delayed one year from Sprint assumptions based on reasonable delays in drug development process. 33 Discounted Cash Flow Analysis ================================================================================ Case Comparison o Growth Rates and Margins 1998 2001 2005 ---- ---- ---- Revenue Growth Projection 53% 130% 26% Sensitivity Case 2 8% 109% 31% Manufacturing Expense/Revenue Projection 49% 23% 18% Sensitivity Case 2 25% 38% 31% R&D/Revenue Projection 115% 15% 15% Sensitivity Case 2 163% 15% 15% SG&A/Revenue Projection 20% 5% 5% Sensitivity Case 2 28% 15% 15% Operating Income Margin Projection NM 57% 62% Sensitivity Case 2 NM 32% 39% 34 Discounted Cash Flow Analysis ================================================================================ Free Cash Flows -- Sprint Projections ($ in millions)
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ------ ------ ------- ------- ------ ------ ------ -------- -------- -------- EBIT, After Tax $(42.4) $(44.3) $(40.2) $3.6 $112.0 $244.8 $412.0 $694.7 $1,078.4 $1,364.9 Working Capital 0.5 0.4 0.7 (3.3) (9.5) (16.2) (26.9) (35.3) (46.0) (34.1) Depreciation 10.0 12.3 14.1 12.2 14.8 19.3 24.8 33.8 43.7 53.1 Capital Expenditures (2.8) (14.2) (14.9) (16.5) (22.3) (20.3) (34.1) (45.8) (52.8) (56.4) ------ ------ ------- ------- ------ ------ ------ -------- -------- -------- Free Cash Flow $(34.7) $(45.8) $(40.3) $(4.0) $95.1 $227.6 $375.8 $647.4 $1,023.3 $1,327.5 ====== ====== ======= ======= ====== ====== ====== ======== ======== ======== Cumulative Cash Flow $(34.7) $(80.5) $(120.8) $(124.8) $(29.7) $197.9 $573.7 $1,221.1 $2,244.4 $3,571.9
35 Discounted Cash Flow Analysis ================================================================================ Free Cash Flows -- Sensitivity Case 1 ($ in millions)
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ------ ------ ------- ------- ------- ------ ----- ------ ------ ------ EBIT, After Tax $(42.4) $(44.3) $(44.6) $(19.8) $8.6 $102.4 $157.9 $149.6 $237.1 $316.3 Working Capital 0.5 0.4 1.1 (1.8) (5.8) (10.3) (8.4) (13.5) (15.2) (14.3) Depreciation 10.0 12.3 14.1 12.2 14.9 16.2 18.5 22.5 26.7 28.8 Capital Expenditures (2.8) (14.2) (14.9) (16.5) (22.3) (15.8) (23.1) (26.9) (23.6) (20.3) ------ ------ ------- ------- ------- ------ ----- ------ ------ ------ Free Cash Flow $(34.7) $(45.8) $(44.4) $(25.8) $4.7 $92.5 $144.7 $131.7 $224.9 $310.6 ====== ====== ======= ======= ======= ====== ===== ====== ====== ====== Cumulative Cash Flow $(34.7) $(80.5) $(124.9) $(150.7) $(146.0) $(53.5) $91.2 $222.9 $447.8 $758.4
36 Discounted Cash Flow Analysis ================================================================================ Free Cash Flows -- Sensitivity Case 2 ($ in millions)
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ------ ------ ------ ------ ------ ----- ----- ------ ------ ------ EBIT, After Tax (42.4) (44.3) (39.6) (46.8) (39.1) 51.7 92.6 199.3 189.2 245.6 Working Capital 0.5 0.4 1.5 (0.4) (3.3) (10.3) (7.1) (12.6) (12.8) (11.4) Depreciation 10.0 12.3 14.1 12.2 13.8 15.9 17.7 21.3 24.7 26.9 Capital Expenditures (2.8) (14.2) (14.9) (16.5) (22.3) (14.2) (20.9) (24.4) (20.3) (15.9) Free Cash Flow $(34.7) $(45.8) $(38.9) $(51.5) $(50.9) $43.5 $83.2 $183.6 $180.8 $245.2 ====== ====== ====== ====== ====== ===== ===== ====== ====== ====== Cumulative Cash Flow $(34.7) $(80.5) $(119.4) $(170.9) $(221.8) $(178.3) $(95.1) $88.5 $269.3 $514.5
37 LEHMAN BROTHERS E Comparable Transaction Analysis ================================================================================ Comparable Transactions ($ in millions) Date Total Total Acquiror/Target Announced Equity Value Firm Value - ----------------------------------- --------- ------------ ---------- Bergen Brunswig/ IVAX(a) 11/11/96 $1,670.9 $2,073.8 Rhone-Poulenc Rorer/ Applied Immune Sciences(b) 10/18/95 158.9 121.1 Sandoz AG/ Genetic Therapy(c) 7/10/95 293.7 237.5 Chiron Corporation/ Viagene 4/24/95 106.2 85.4 Ligand Pharmaceuticals./ Glycomed(d) 2/7/95 54.2 41.7 CIBA-GEIGY Limited/ Chiron Corp.(d) 11/21/94 3,443.5 3,601.5 Rhone-Poulenc Rorer, Inc./ Applied Immune Sciences(e) 6/2/93 247.0 189.5 American Cyanamid Company/ Immunex Corporation(f) 12/15/92 887.2 877.6 American Home Products/ Genetics Institute. 8/20/91 1,089.9 677.8 - ---------- (a) Ivax had 4.012149 million options outstanding with an average exercise price of $18.43 that are all out of the money. The acquisition was for 0.42 Bergen shares per Ivax share. All quarterly write offs are adjusted from LTM figures. (b) Rhone-Poulenc Rorer paid cash for the remaining 53% of AIS that it didn't already own for $11.75/share. (c) Sandoz paid cash for the remaining 96% of Genetic Therapy it did not own for $21.00/share. (d) Offer price per share calculated with 2/6/95 closing price of $8.00 and EXCHANGE ratio of 0.5301 shares of Ligand for 1 share of Glycomed. (e) Consideration per share taken as a weighted average of $117.00/share for 37.3% of the outstanding shares and 1/4/95 closing price of $61.50 for the remaining 62.7% (which takes into account the 6.6mm shares issued to CIBA). (f) RPR acquired 37.2% of AIS for total proceeds of approx. $113mm. RPR has the option to purchase up to an additional 6mm shares of newly issued shares through 1/1/97 for a minimum total exercise price of $134mm. (g) ACY purchased 53.5% of Immunex for $350mm + contribution of some of its North American Oncology Business. Transaction price based on 12/16/92 close. 38 Comparable Transaction Analysis ================================================================================ Premiums Paid Premium to Stock Price Prior to Announcement -------------------------------------------- One 30 52-Week 52-Week Acquiror/Target Day Days High Low - ------------------------------- -------- -------- --------- -------- Bergen Brunswig/ IVAX (13.4%) (11.3%) (54.9%) 5.8% Rhone-Poulenc Rorer/ Applied Immune Sciences 67.9 46.9 1.9 184.8 Sandoz AG/ Genetic Therapy 37.7 95.3 37.7 250.0 Chiron Corporation/ Viagene 67.4 46.9 5.1 166.7 Ligand Pharmaceuticals/ Glycomed 33.0 41.4 (41.5) 126.2 CIBA-GEIGY Limited/ Chiron Corp. 37.6 32.1 245.7 533.8 Rhone-Poulenc Rorer/ Applied Immune Sciences 38.3 75.2 22.2 133.6 American Cyanamid Company/ Immunex Corporation 14.0 (4.9) (22.1) 122.5 American Home Products/ Genetics Institute 17.9 23.3 (36.8) 37.5 - -------------------------------------------------------------------------------- Mean 33.4% 38.3% 17.5% 172.3% Median 37.6 41.4 1.9 133.6 Hi 67.9 95.3 245.7 533.8 Low (13.4) (11.3) (54.9) 5.8 - -------------------------------------------------------------------------------- 39 Comparable Transaction Analysis ================================================================================ Purchase Price Premium Analysis
Proposed Offer $19.50 ---------------------------------- Premium to: As of 1/3/97 As of 5/23/96 ------------ ------------- Pre-Announcement Price of $15.06 and $11.00, respectively 29.5% 77.3% Previous 30-Day Price of $14.50 and $12.88, respectively 34.5% 51.5% Previous 52-Week Price of $15.88 and $12.75, respectively 22.8% 52.9% 52-Week High of $18.63 and $16.75, respectively(a) 4.7% 16.4% 52-Week Low of $11.00(b) 77.3% 77.3%
- ---------- (a) 52-Week high closing price occurred on 5/24/96 and 1/5/96, receptively. (b) 52-week low closing price occurred on 5/23/96 for both time periods. 40 LEHMAN BROTHERS III Alternative Financing Environment Relative Performance of Biotechnology Companies 5/1/96 to 1/3/97 [The following table was represented as a line graph in the printed material.]
Gene and Cell Therapy S&P 400 AMEX Biotech Index (a) Comps (b) -------------------- --------------------- ------------------- 5/1/96 777.625 100.00% 152.375 100.00% 12.568 100.00% 5/2/96 766.031 98.51% 147.906 97.07% 12.467 99.20% 5/3/96 764.406 98.30% 148.250 97.29% 12.538 99.77% 5/6/96 764.125 98.26% 148.469 97.44% 12.910 102.72% 5/7/96 760.156 97.75% 147.094 96.53% 12.764 101.56% 5/8/96 765.719 98.47% 147.375 96.72% 12.595 100.21% 5/9/96 766.438 98.56% 148.563 97.50% 12.950 103.04% 5/10/96 772.875 99.39% 149.781 98.30% 13.344 106.18% 5/13/96 785.250 100.98% 152.094 99.82% 13.782 109.66% 5/14/96 790.938 101.71% 153.688 100.86% 13.818 109.95% 5/15/96 791.469 101.78% 149.188 97.91% 14.032 111.65% 5/16/96 791.281 101.76% 152.250 99.92% 14.328 114.00% 5/17/96 796.188 102.39% 155.000 101.72% 14.446 114.94% 5/20/96 802.469 103.19% 156.656 102.81% 14.265 113.50% 5/21/96 800.750 102.97% 155.438 102.01% 13.697 108.99% 5/22/96 806.719 103.74% 156.125 102.46% 13.663 108.72% 5/23/96 805.000 103.52% 157.938 103.65% 13.769 109.56% 5/24/96 807.313 103.82% 157.719 103.51% 14.698 116.95% 5/27/96 807.313 103.82% 157.719 103.51% 14.698 116.95% 5/28/96 800.094 102.89% 157.094 103.10% 14.481 115.22% 5/29/96 794.875 102.22% 154.469 101.37% 14.397 114.55% 5/30/96 800.844 102.99% 156.438 102.67% 14.433 114.84% 5/31/96 798.281 102.66% 155.656 102.15% 14.603 116.19% 6/3/96 796.906 102.48% 155.594 102.11% 14.779 117.60% 6/4/96 801.969 103.13% 156.000 102.38% 14.784 117.63% 6/5/96 807.875 103.89% 153.969 101.05% 14.769 117.52% 6/6/96 801.000 103.01% 154.750 101.56% 14.760 117.44% 6/7/96 803.531 103.33% 152.750 100.25% 14.704 117.00% 6/10/96 802.469 103.19% 152.719 100.23% 14.984 119.23% 6/11/96 800.938 103.00% 152.719 100.23% 15.046 119.72% 6/12/96 799.313 102.79% 151.781 99.61% 14.790 117.68% 6/13/96 797.219 102.52% 149.750 98.28% 14.667 116.70% 6/14/96 794.375 102.15% 148.688 97.58% 14.423 114.76% 6/17/96 793.531 102.05% 146.375 96.06% 14.196 112.96% 6/18/96 788.875 101.45% 141.625 92.95% 13.740 109.33% 6/19/96 789.375 101.51% 135.500 88.93% 13.585 108.09% 6/20/96 790.000 101.59% 134.563 88.31% 13.463 107.12% 6/21/96 796.094 102.38% 135.188 88.72% 13.598 108.20% 6/24/96 798.031 102.62% 137.875 90.48% 13.441 106.95% 6/25/96 796.813 102.47% 138.875 91.14% 13.549 107.81% 6/26/96 791.375 101.77% 134.656 88.37% 13.364 106.34% 6/27/96 794.969 102.23% 134.156 88.04% 13.116 104.36% 6/28/96 796.375 102.41% 140.688 92.33% 13.404 106.65% 7/1/96 802.219 103.16% 140.344 92.10% 13.099 104.22% 7/2/96 799.531 102.82% 137.219 90.05% 12.844 102.20% 7/3/96 797.781 102.59% 135.000 88.60% 12.604 100.29% 7/4/96 797.781 102.59% 135.000 88.60% 12.604 100.29% 7/5/96 781.781 100.53% 131.344 86.20% 12.379 98.50% 7/8/96 776.938 99.91% 128.719 84.47% 12.150 96.67% 7/9/96 778.719 100.14% 129.219 84.80% 12.367 98.40% 7/10/96 779.781 100.28% 125.531 82.38% 11.781 93.74% 7/11/96 767.063 98.64% 119.125 78.18% 11.576 92.11% 7/12/96 766.563 98.58% 120.281 78.94% 11.883 94.55% 7/15/96 745.656 95.89% 113.844 74.71% 11.163 88.82% 7/16/96 743.719 95.64% 112.469 73.81% 10.863 86.44% 7/17/96 751.125 96.59% 119.781 78.61% 11.285 89.79% 7/18/96 762.469 98.05% 124.813 81.91% 11.803 93.91% 7/19/96 757.063 97.36% 122.250 80.23% 11.713 93.20% 7/22/96 750.781 96.55% 116.625 76.54% 11.692 93.03% 7/23/96 741.281 95.33% 112.719 73.97% 11.142 88.65% 7/24/96 740.969 95.29% 111.781 73.36% 10.875 86.53% 7/25/96 746.625 96.01% 114.438 75.10% 11.152 88.73% 7/26/96 752.781 96.81% 116.594 76.52% 11.697 93.07% 7/29/96 746.563 96.01% 114.031 74.84% 11.596 92.27% 7/30/96 751.688 96.66% 113.469 74.47% 11.579 92.14% 7/31/96 757.938 97.47% 116.188 76.25% 11.788 93.80% 8/1/96 769.563 98.96% 116.531 76.48% 11.872 94.46% 8/2/96 783.031 100.70% 119.969 78.73% 12.056 95.93% 8/5/96 781.219 100.46% 118.094 77.50% 11.772 93.67% 8/6/96 784.469 100.88% 117.156 76.89% 11.868 94.43% 8/7/96 786.750 101.17% 118.688 77.89% 11.741 93.42% 8/8/96 784.281 100.86% 120.250 78.92% 11.481 91.35% 8/9/96 782.813 100.67% 120.563 79.12% 11.486 91.39% 8/12/96 786.938 101.20% 120.469 79.06% 11.406 90.76% 8/13/96 780.469 100.37% 121.094 79.47% 11.055 87.97% 8/14/96 782.594 100.64% 122.969 80.70% 11.138 88.62% 8/15/96 782.969 100.69% 121.625 79.82% 11.070 88.08% 8/16/96 785.156 100.97% 121.406 79.68% 11.169 88.87% 8/19/96 786.531 101.15% 120.406 79.02% 11.155 88.76% 8/20/96 785.125 100.96% 120.406 79.02% 11.071 88.09% 8/21/96 784.313 100.86% 122.188 80.19% 10.830 86.18% 8/22/96 791.156 101.74% 125.750 82.53% 11.057 87.98% 8/23/96 787.469 101.27% 126.281 82.88% 11.141 88.64% 8/26/96 783.688 100.78% 126.719 83.16% 11.100 88.32% 8/27/96 783.688 100.78% 128.875 84.58% 10.953 87.16% 8/28/96 785.344 100.99% 132.000 86.63% 10.984 87.40% 8/29/96 776.531 99.86% 130.125 85.40% 11.489 91.42% 8/30/96 770.375 99.07% 128.625 84.41% 11.429 90.94% 9/2/96 770.375 99.07% 128.625 84.41% 11.429 90.94% 9/3/96 774.063 99.54% 128.313 84.21% 11.254 89.55% 9/4/96 775.594 99.74% 127.594 83.74% 11.059 87.99% 9/5/96 768.250 98.79% 124.219 81.52% 10.819 86.09% 9/6/96 775.469 99.72% 127.375 83.59% 11.141 88.65% 9/9/96 784.781 100.92% 128.688 84.45% 11.292 89.85% 9/10/96 785.094 100.96% 128.188 84.13% 11.201 89.13% 9/11/96 788.750 101.43% 127.625 83.76% 11.031 87.77% 9/12/96 793.250 102.01% 129.969 85.30% 11.082 88.18% 9/13/96 804.094 103.40% 131.531 86.32% 11.081 88.17% 9/16/96 808.500 103.97% 130.844 85.87% 11.289 89.83% 9/17/96 808.719 104.00% 129.188 84.78% 11.214 89.23% 9/18/96 807.563 103.85% 127.531 83.70% 11.087 88.22% 9/19/96 810.063 104.17% 125.219 82.18% 11.073 88.11% 9/20/96 814.656 104.76% 127.344 83.57% 11.063 88.02% 9/23/96 813.219 104.58% 127.344 83.57% 10.823 86.11% 9/24/96 812.031 104.42% 128.875 84.58% 10.867 86.46% 9/25/96 812.125 104.44% 135.250 88.76% 11.292 89.85% 9/26/96 811.219 104.32% 137.688 90.36% 11.625 92.50% 9/27/96 811.125 104.31% 139.125 91.30% 11.782 93.74% 9/30/96 812.844 104.53% 140.031 91.90% 11.534 91.78% 10/1/96 814.000 104.68% 138.281 90.75% 11.385 90.59% 10/2/96 819.781 105.42% 139.156 91.32% 11.876 94.49% 10/3/96 818.438 105.25% 139.656 91.65% 11.743 93.44% 10/4/96 827.813 106.45% 141.469 92.84% 11.410 90.79% 10/7/96 830.688 106.82% 139.219 91.37% 11.210 89.20% 10/8/96 827.344 106.39% 138.594 90.96% 11.006 87.58% 10/9/96 822.875 105.82% 137.219 90.05% 10.999 87.52% 10/10/96 820.813 105.55% 138.469 90.87% 11.139 88.64% 10/11/96 828.063 106.49% 140.250 92.04% 11.426 90.92% 10/14/96 831.906 106.98% 140.844 92.43% 11.409 90.78% 10/15/96 830.625 106.82% 139.063 91.26% 11.442 91.04% 10/16/96 833.469 107.18% 137.281 90.09% 11.640 92.62% 10/17/96 835.406 107.43% 136.438 89.54% 11.519 91.65% 10/18/96 839.563 107.96% 137.844 90.46% 11.630 92.54% 10/21/96 837.219 107.66% 137.281 90.09% 11.449 91.10% 10/22/96 833.813 107.23% 133.000 87.28% 11.324 90.10% 10/23/96 834.219 107.28% 133.313 87.49% 11.105 88.36% 10/24/96 827.719 106.44% 134.625 88.35% 11.233 89.38% 10/25/96 825.219 106.12% 134.469 88.25% 11.322 90.09% 10/28/96 820.688 105.54% 132.531 86.98% 11.071 88.09% 10/29/96 823.906 105.95% 129.719 85.13% 10.295 81.92% 10/30/96 821.656 105.66% 131.281 86.16% 10.357 82.41% 10/31/96 826.656 106.31% 132.563 87.00% 10.467 83.29% 11/1/96 825.375 106.14% 130.156 85.42% 10.285 81.84% 11/4/96 828.313 106.52% 126.969 83.33% 10.314 82.07% 11/5/96 836.531 107.58% 128.438 84.29% 10.343 82.30% 11/6/96 849.750 109.28% 133.094 87.35% 10.422 82.93% 11/7/96 853.719 109.79% 132.750 87.12% 10.409 82.82% 11/8/96 858.094 110.35% 134.969 88.58% 10.488 83.45% 11/11/96 860.094 110.61% 134.031 87.96% 10.557 84.00% 11/12/96 856.844 110.19% 132.500 86.96% 10.661 84.83% 11/13/96 859.531 110.53% 133.375 87.53% 10.868 86.48% 11/14/96 864.688 111.20% 131.469 86.28% 10.951 87.14% 11/15/96 866.656 111.45% 129.938 85.27% 10.736 85.42% 11/18/96 865.313 111.28% 127.531 83.70% 10.486 83.43% 11/19/96 870.688 111.97% 128.656 84.43% 10.631 84.59% 11/20/96 872.625 112.22% 128.375 84.25% 10.671 84.91% 11/21/96 871.750 112.10% 130.875 85.89% 10.946 87.09% 11/22/96 878.531 112.98% 133.219 87.43% 11.424 90.90% 11/25/96 886.906 114.05% 132.313 86.83% 11.161 88.81% 11/26/96 885.969 113.93% 132.531 86.98% 11.289 89.82% 11/27/96 884.500 113.74% 132.813 87.16% 11.601 92.31% 11/28/96 884.500 113.74% 132.813 87.16% 11.601 92.31% 11/29/96 886.625 114.02% 134.875 88.52% 12.379 98.50% 12/2/96 887.500 114.13% 135.313 88.80% 12.245 97.43% 12/3/96 878.281 112.94% 140.750 92.37% 13.017 103.58% 12/4/96 875.156 112.54% 140.094 91.94% 12.306 97.91% 12/5/96 875.375 112.57% 142.531 93.54% 12.422 98.84% 12/6/96 868.469 111.68% 141.844 93.09% 12.317 98.00% 12/9/96 881.438 113.35% 144.219 94.65% 11.942 95.02% 12/10/96 878.219 112.94% 143.250 94.01% 11.988 95.39% 12/11/96 871.344 112.05% 141.469 92.84% 11.713 93.20% 12/12/96 859.188 110.49% 139.063 91.26% 11.097 88.30% 12/13/96 857.469 110.27% 137.375 90.16% 11.846 94.25% 12/16/96 847.688 109.01% 135.875 89.17% 11.794 93.84% 12/17/96 852.000 109.56% 137.531 90.26% 11.670 92.86% 12/18/96 860.125 110.61% 143.063 93.89% 11.847 94.27% 12/19/96 875.594 112.60% 146.219 95.96% 12.111 96.36% 12/20/96 878.094 112.92% 145.625 95.57% 12.193 97.02% 12/23/96 876.344 112.69% 142.844 93.74% 11.596 92.27% 12/24/96 881.219 113.32% 143.438 94.13% 11.743 93.44% 12/25/96 881.219 113.32% 143.438 94.13% 11.743 93.44% 12/26/96 887.031 114.07% 143.781 94.36% 11.987 95.38% 12/27/96 887.938 114.19% 143.406 94.11% 12.010 95.56% 12/30/96 883.844 113.66% 143.563 94.22% 11.747 93.47% 12/31/96 869.969 111.88% 144.313 94.71% 11.815 94.01% 1/1/97 869.969 111.88% 144.313 94.71% 11.815 94.01% 1/2/97 866.906 111.48% 142.188 93.31% 11.754 93.53% 1/3/97 880.281 113.20% 144.563 94.87% 11.980 95.32%
- ---------- (a) AMEX Biotech Index includes AMGN, BGEN, CEPH, CGNE, CHIR, CNTO, CORR, GENZ, GILD, IMNR, LIPO, ORG, PDLI, VRTX. (b) Gene and Cell Therapy Comps include GMED, RZYM, SOMA, TGEN, VICL, CEGE, CPRO. 41 Alternative Financing Environment ================================================================================ Large Biotechnology Company Stock Performance 5/1/96 to 1/3/97 Company May 1, 1996 January 3, 1997 % Change - ---------------- ----------- --------------- -------- Amgen $57.50 $57.13 (0.7%) Centocor $39.13 $35.00 (10.5%) Chiron $24.63 $19.68 (20.1%) Genzyme Corp.(a) $27.88 $23.50 (15.7%) - ---------- (a) Genzyme represents General Division Common Stock (GENZ). 42 Alternative Financing Environment ================================================================================ Completed Biotechnology Initial Public Offerings(1) July 1, 1996 to January 3, 1997 ($ in millions, except per share data)
Original Original Total(2) Offer to Offered Shares File Shares Midpoint Shares Filing Issue Filed Price Offered Offer Offer of Filing to Filed Date Date Issuer (MM) (MM) (MM) Price Amount Range Shares - ------- -------- ------------------------ -------- -------- ------- ----- ------ --------- -------- 5/21/96 7/10/96 Maxim Pharmaceuticals 2.00 $7.50 2.50 $7.60 $19.00 1.3% 25.0% 5/24/96 7/17/96 Cadus Pharmaceutical 2.75 11.50 2.75 7.00 19.25 (39.1%) 0.0% 6/11/96 7/3096 Geron Corp 2.50 12.00 2.00 8.00 16.00 (33.3%) (20.0%) 8/29/96 10/15/96 ArQule, Inc. 2.00 12.00 2.50 12.00 30.00 0.0% 25.0% 8/27/96 10/16/96 Transkaryotic Therapies 2.50 14.00 2.50 15.00 37.50 7.1% 0.0% 6/25/96 10/26/96 Cubist Pharmaceuticals 2.50 14.00 2.50 15.00 37.50 7.1% 0.0% 6/5/96 11/5/96 Aviron 3.00 12.00 2.00 8.00 16.00 (33.3%) (33.3%) 9/20/96 11/19/96 ViroPharma 2.25 12.00 2.25 7.00 15.75 (41.7%) 0.0% -------------------------------------------------------------------------------- Mean (16.5%) 0.4% Median (16.7%) 0.0% High 7.1% 25.0% Low (41.7%) (33.3%) --------------------------------------------------------------------------------
- ---------- (1) Excludes unit offerings and shelf-registrations. (b) Excludes over-allotment option. 43 Alternative Financing Environment ================================================================================ Completed Biotechnology Public Equity Follow-on Offerings(1) July 1, 1996 to January 3, 1997 ($ in millions, except per share data)
Price Original Total Offered One Day Shares Original Shares Offer Shares to Filing Issue Prior to Filed File Offered Offer Offer Price to Filed Date Date Issuer Filing (MM) Price (MM) Price Amount Pre-File Shares - -------- ------- ---------------------- -------- -------- -------- ------- ----- ------ -------- --------- 5/26/96 7/2/96 La Jolla $7.50 3.00 $7.00 2.00 $4.19 $8.38 (44.2%) (33.3%) Pharmaceutical 6/10/96 7/3/96 Creative Biomolecules 9.50 2.00 7.31 2.00 7.00 14.00 (26.3%) 0.0% 6/21/96 7/25/96 Agouron Pharmaceuticals 40.00 2.50 39.25 2.50 30.00 75.00 (25.0%) 0.0% 6/12/96 7/30/96 Genzyme Transgenics 8.44 3.00 8.13 3.00 4.00 12.00 (52.6%) 0.0% 7/3/96 8/8/96 Vertex Pharmaceuticals 33.00 3.00 33.00 3.00 24.00 72.00 (27.3%) 0.0% 6/28/96 8/9/96 Anergen, Inc. 4.63 4.00 4.63 3.50 3.00 10.50 (35.1%) (12.5%) 7/18/96 8/9/96 Ergo Science 16.38 2.50 16.75 2.50 12.25 30.63 (25.2%) 0.0% 7/23/96 8/26/96 T Cell Sciences 2.75 5.00 2.94 5.00 2.19 10.94 (20.4%) 0.0% 6/28/96 9/25/96 BioCryst 16.75 2.00 17.00 2.00 10.00 20.00 (40.3%) 0.0% Pharmaceuticals 9/25/96 10/24/96 Ligand Pharmaceuticals 14.75 2.75 14.75 2.75 12.00 33.00 (18.6%) 0.0% 10/15/96 10/25/96 SUGEN 13.88 2.00 13.88 2.00 12.00 24.00 (13.5%) 0.0% 6/6/96 10/28/96 Immune Response 12.75 2.50 12.38 2.20 6.50 14.30 (49.0%) (12.0%) 10/15/96 11/1/96 Amylin Pharmaceuticals 13.50 1.50 13.00 1.75 10.00 17.50 (25.9%) 16.7% --------------------------------------------------------------------------- Mean (31.0%) (3.2%) Median (26.3%) 0.0% High (13.5%) 16.7% Low (52.6%) (33.3%) ---------------------------------------------------------------------------
- ---------- (1) Excludes unit offerings and shelf-registrations. 44 Alternative Financing Environment ================================================================================ Impact from Equity Financing o Assume Sprint needs to finance $140 million
Proceeds Post-Money Shares Assumed Proceeds Including Valuation Financing Year (Millions) Price (Millions) Rights(b) (Millions)(c) 1997 3.0 $11 $30 $110 $210 1998 3.0 15 40 150 332 1999 3.0 25 70 260 628 --- ---- ---- Total 9.0 $140 $520 === ==== ==== ---------------------------------------------------------------------------------------------------------------------------- 2005 Net Income (a) $1,365 $1,365 EPS Current Shares, Fully Diluted (16.2) 84.26 84.26 EPS Post Financing and New Options (27.2 and 58.4)(d) 50.18 23.38 Difference (40%) (72.3%) ----------------------------------------------------------------------------------------------------------------------------
- ---------- (a) Per the Company's projections. (b) Refers to Hurdle's Top-up Rights. Per the Stock Warrant Purchase Agreement, January 30, 1995, Hurdle has Top-Up rights to maintain their fully diluted ownership position of 71.6% (assuming Hurdle's 1.4 million warrants are not exercised at $27.50 per share. (c) Excludes Hurdle's Top-up rights. (d) Assumes 2 million additional, future options issued and outstanding in 2005, resulting in 27.2 million and 58.4 million fully diluted shares outstanding for the scenarios without Top-up Rights and with Top-up Rights, respectively. Hurdle's fully diluted ownership assumed to be 71.6%. 45 LEHMAN BROTHERS Exhibit I Exhibits ================================================================================ A. Comparable Company Analysis 1. Large Capitalization Biotechnology Companies 2. U.S. Pharmaceutical Companies 3. Gene Therapy / Cell Therapy Companies B. Discounted Cash Flow Analysis 1. Sprint Projections - Management Case 2. Sensitivity Analysis 1 - Base Case 3. Sensitivity Analysis 2 - Conservative Case C. Comparable Transaction Analysis D. Summary of Recent Biotechnology Equity Offerings 46 LEHMAN BROTHERS A LEHMAN BROTHERS 1/3/97 - -------------------------------------------------------------------------------- COMPARABLE COMPANY TRADING MULTIPLES ANALYSIS LARGE CAPITALIZATION BIOTECHNOLOGY COMPANIES - --------------------------------------------------------------------------------
LATEST TWELVE MONTH OPERATING RESULTS ------------------------------------------------------------------------------------------- COMPANY NAME LTM GROSS GROSS SG&A AS R&D AS EBIT (TICKER) ENDING SALES PROFIT MARGIN SG&A % SALES R&D % SALES EBIT MARGIN EBITDA - ------------ ------ ----- ------ ------ ---- ------- --- ------- ---- ------ ------ Amgen 9/30/96 2,159.8 1,885.9 87.3% 455.4 21.1% 508.6 23.5% 921.9 42.7% 1,021.7 (AMGN) Biogen 9/30/96 225.8 204.6 90.6% 66.8 29.6% 107.3 47.5% 30.5 13.5% 44.8 (BGEN) Centocor 9/30/96 106.7 58.7 55.1% 32.4 30.4% 58.4 54.7% (32.1) NM (17.8) (CNTO) Chiron 9/30/96 1,268.9 837.5 66.0% 399.0 31.4% 349.9 27.6% 88.6 7.0% 202.0 (CHIR) Genentech 9/30/96 1,003.6 903.3 90.0% 239.2 23.8% 438.0 43.6% 226.1 22.5% 287.0 (GNE) Genetics Institute 9/30/96 244.7 199.6 81.6% 28.9 11.8% 139.3 56.9% 31.5 12.9% 47.8 (GENIZ) Genzyme Corp. 9/30/96 478.1 286.5 59.9% 157.8 33.0% 113.8 23.8% 14.9 3.1% 41.5 (GENZ), (GENZL) Immunex 9/30/96 157.6 135.1 85.7% 68.4 43.4% 93.6 59.4% (27.0) NM (11.6) (IMNX) All Companies High 90.6% 43.4% 59.4% 42.7% Mean 77.0% 28.1% 42.1% 16.9% Median 83.6% 30.0% 45.6% 13.2% Low 55.1% 11.8% 23.5% 3.1% ==================================================================================================================================== Amgen, Chiron, Genzyme High 87.3% 33.0% 27.6% 42.7% Mean 71.1% 28.5% 25.0% 17.6% Median 66.0% 31.4% 23.8% 7.0% Low 59.9% 21.1% 23.5% 3.1% ====================================================================================================================================
LATEST TWELVE MONTH OPERATING RESULTS --------------------------------------- COMPANY NAME EBITDA NET (TICKER) MARGIN INCOME - ------------ ------ ------ Amgen 47.3% 647.4 (AMGN) Biogen 19.8% 33.3 (BGEN) Centocor NM (35.8) (CNTO) Chiron 15.9% 57.5 (CHIR) Genentech 28.6% 141.3 (GNE) Genetics Institute 19.5% 26.0 (GENIZ) Genzyme Corp. 8.7% (0.8) (GENZ), (GENZL) Immunex NM (25.3) (IMNX) All Companies High 47.3% Mean 23.3% Median 19.7% Low 8.7% ===================================== Amgen, Chiron, Genzym High 47.3% Mean 24.0% Median 15.9% Low 8.7% ===================================== LEHMAN BROTHERS 1/3/97 - -------------------------------------------------------------------------------- COMPARABLE COMPANY TRADING MULTIPLES ANALYSIS LARGE CAPITALIZATION BIOTECHNOLOGY COMPANIES - --------------------------------------------------------------------------------
MARKET VALUE AS A MULTIPLE OF: ------------------------------------------------------------- COMPANY NAME LTM 1996A 1997E 1998E BOOK (TICKER) EPS EPS EPS EPS VALUE - ------------ ----- ----- ----- ----- ----- Amgen 25.1x 23.6x 20.5x 17.7x 8.5x (AMGN) Biogen 84.7x 62.1x 30.3x 18.7x 6.0x (BGEN) Centocor NM NM 63.6x 28.2x 10.4x (CNTO) Chiron 59.7x 63.3x 43.6x 32.2x 4.5x (CHIR) Genentech 46.6x 51.9x 66.0x 65.2x 3.6x (GNE) Genetics Institute 95.4x 67.3x 54.7x 38.5x 4.9x (GENIZ) Genzyme Corp. NM 21.0x 18.2x 15.5x 2.3x (GENZ), (GENZL) Immunex NM NM NM NM 4.5x (IMNX) All Companies High 95.4x 67.3x 66.0x 65.2x 10.4x Mean 62.3x 48.2x 42.4x 30.9x 5.6x Median 59.7x 57.0x 43.6x 28.2x 4.7x Low 25.1x 21.0x 18.2x 15.5x 2.3x ============================================================================================= Amgen, Chiron, Genzyme High 59.7x 63.3x 43.6x 32.2x 8.5x Mean 42.4x 36.0x 27.4x 21.8x 5.1x Median 42.4x 23.6x 20.5x 17.7x 4.5x Low 25.1x 21.0x 18.2x 15.5x 2.3x ============================================================================================= MARKET VALUE + DEBT - CASH AS A MULTIPLE OF: 1996E P/E ---------------------------------------------- VS. COMPANY NAME LTM LTM LTM ASSETS- GROWTH (TICKER) REV. EBIT EBITDA CASH RATE - ------------ ---- ---- ------ ------- ---------- Amgen 6.45x 15.1x 13.6x 8.96x 1.36x (AMGN) Biogen 10.86x NM NM 8.04x 2.01x (BGEN) Centocor 20.86x NM NM 12.49x NA (CNTO) Chiron 2.90x 41.5x 18.2x 2.34x 2.19x (CHIR) Genentech 5.71x 25.3x 20.0x 3.81x 3.30x (GNE) Genetics Institute 8.53x NM 43.6x 9.73x 3.83x (GENIZ) Genzyme Corp. 3.69x NM 42.5x 1.75x 1.00x (GENZ), (GENZL) Immunex 4.56x NM NM 4.55x NA (IMNX) All Companies High 20.86x 41.5x 43.6x 12.49x 3.83x Mean 7.94x 27.3x 27.6x 6.46x 2.28x Median 6.08x 25.3x 20.0x 6.30x 2.10x Low 2.90x 15.1x 13.6x 1.75x 1.00x ===================================================================================== Amgen, Chiron, Genzyme High 6.45x 41.5x 42.5x 8.96x 2.19x Mean 4.35x 28.3x 24.8x 4.35x 1.52x Median 3.69x 28.3x 18.2x 2.34x 1.36x Low 2.90x 15.1x 13.6x 1.75x 1.00x =====================================================================================
Summary Data for Selected Public U.S. Pharmaceutical Companies (Figures in millions, except per share data)
OPERATING DATA FOR LATEST TWELVE MONTHS -------------------------------------------------------- 5-Year FY LTM Revenue Gross R&D SG&A LTM Ticker Company END END Revenues Growth** Margin Margin Margin EPS - ------ ------- --- --- -------- -------- ------ ------ ------ --- AHP American Home Products Corporation (a) 12/31 9/30/96 $13,376.6 14.6% 66.8% 10.6% 38.9% $1.95 BMY Bristol-Myers Squibb Company (b) 12/31 9/30/96 13,768.0 7.2% 70.7% 9.2% 40.2% 5.54 LLY Eli Lilly and Company (c) 12/31 9/30/96 7,084.8 5.4% 71.5% 15.9% 27.9% 2.67 MRK Merck & Co. (d) 12/31 9/30/96 18,979.6 16.8% 52.7% 7.6% 19.0% 3.02 PFE Pfizer Inc. (e) 12/31 9/30/96 10,890.4 11.3% 80.5% 14.9% 38.5% 2.85 PNU Pharmacia & Upjohn (f) 12/31 9/30/96 7,128.9 7.5% 71.1% 17.7% 36.3% 1.61 RPR Rhone-Poulenc Rorer Inc. (g) 12/31 9/30/96 5,660.2 12.8% NM NM NM 3.06 SGP Schering-Plough Corporation (h) 12/31 9/30/96 5,532.4 9.8% 80.7% 11.7% 39.0% 3.20 WLA Warner-Lambert Company (i) 12/31 9/30/96 7,248.3 8.5% 58.3% 7.5% 43.9% 2.73 ---------------------------------------------------------------- MEAN: 10.4% 69.0% 11.9% 35.5% MEDIAN: 9.8% 70.7% 10.6% 38.5% HIGH: 16.8% 80.7% 17.7% 43.9% LOW: 5.4% 52.7% 7.6% 19.0% ----------------------------------------------------------------
Current 5-Year Stock 1996E 1997E 1998E Proj. EPS Price Current Ticker EPS* EPS* EPS* Growth* 1/3/97 Yield - ------ ---- ---- ---- ------- ------ ----- AHP $2.94 $3.37 $3.81 12.1% $59.000 2.65% BMY 5.66 6.25 6.90 9.2% $109.375 2.75% LLY 2.67 3.15 3.63 13.4% $72.250 1.92% MRK 3.18 3.72 4.27 13.2% $82.625 1.79% PFE 2.99 3.48 4.08 15.5% $83.625 1.43% PNU 1.90 2.26 2.59 13.8% $39.000 2.77% RPR 3.38 4.02 4.73 16.0% $77.000 1.64% SGP 3.29 3.74 4.21 12.6% $65.125 1.97% WLA 2.74 3.08 3.62 12.3% $75.625 1.82% ----------------------------------------------------- 13.1% 2.08% 13.2% 1.92% 16.0% 2.77% 9.2% 1.43% ----------------------------------------------------- * EPS based on Mean First Call estimates as of 5/15/96 and Estimated 5 Year EPS Growth Rate based on Bloomberg as of 5/21/96. ** Five-Year Revenue Growth based on historical financial statements. Summary Data for Selected Public U.S. Pharmaceutical Companies (Figures in millions, except per share data)
MARKET VALUE AS A MULTIPLE OF Mkt. -------------------------------- Value+ Book Mkt. Net LTM 1996E 1997E 1998E Ticker Company Value Value Debt EPS EPS EPS EPS - ------ ------- ----- ----- ---- --- --- --- --- AHP American Home Products Corporation (a) $6,527.5 $37,678.8 $42,916.3 30.3x 20.1x 17.5x 15.5x BMY Bristol-Myers Squibb Company (b) 6,349.0 54,774.3 54,042.3 19.8 19.3 17.5 15.9 LLY Eli Lilly and Company (c) 7,499.2 39,867.9 43,083.2 27.0 27.1 22.9 19.9 MRK Merck & Co. (d) 11,396.5 99,599.4 101,746.6 27.4 26.0 22.2 19.4 PFE Pfizer Inc. (e) 6,566.0 53,907.0 54,387.0 29.3 28.0 24.0 20.5 PNU Pharmacia & Upjohn (f) 6,413.8 19,815.7 19,752.0 24.3 20.5 17.3 15.1 RPR Rhone-Poulenc Rorer Inc. (g) 2,357.2 10,503.3 13,676.1 25.2 22.8 19.2 16.3 SGP Schering-Plough Corporation (h) 2,240.4 24,055.8 24,222.9 20.4 19.8 17.4 15.5 WLA Warner-Lambert Company (i) 2,499.5 20,513.1 22,477.6 27.7 27.6 24.6 20.9 ------------------------------------------------------------------ MEAN: 25.7 23.5 20.3 17.6 MEDIAN: 24.3 22.8 18.3 16.1 HIGH: 30.3 28.0 24.6 20.9 LOW: 19.8 19.3 17.3 15.1 ------------------------------------------------------------------ P/E TO GROWTH RATE MV PLUS NET DEBT AS A MULTIPLE OF AS A MULTIPLE OF ---------------------- ----------------------- Book 5-Year 1996E 1997E 1998E Value LTM LTM LTM Proj. EPS Net Debt/ Ticker P/E P/E P/E Per Share Sales EBITDA EBIT Growth Net Cap. - ------ --- --- --- --------- ----- ------ ---- ------ -------- AHP 1.66 1.44 1.28 6.6x 3.21x 11.8x 15.0x 12.1% 44.5% BMY 2.09 1.89 1.72 8.5 3.93x 12.9 14.9 9.2% -13.0% LLY 2.01 1.71 1.48 5.7 6.08x 17.2 22.0 13.4% 30.0% MRK 1.97 1.68 1.47 8.9 5.36x 22.1 20.6 13.2% 15.9% PFE 1.80 1.55 1.32 8.3 4.99x 16.1 18.4 15.5% 6.8% PNU 1.49 1.25 1.09 3.1 2.77x 11.6 16.2 13.8% -1.0% RPR 1.42 1.20 1.02 5.8 2.42x 13.8 22.5 16.0% 57.4% SGP 1.57 1.38 1.23 10.8 4.38x 13.7 15.1 12.6% 6.9% WLA 2.25 2.00 1.70 9.0 3.10x 16.8 20.0 12.3% 44.0% ----------------------------------------------------------------------------- 1.81 1.57 1.37 7.4 4.03x 15.1 18.3 13.1% 21.3% 1.80 1.55 1.32 5.8 3.93x 13.8 18.4 13.2% 15.9% 2.25 2.00 1.72 10.8 6.08x 22.1 22.5 16.0% 57.4% 1.49 1.25 1.09 3.1 2.77x 11.6 14.9 9.2% -13.0% -----------------------------------------------------------------------------
Analysis of Comparable Biotechnology Companies ================================================================================ Gene Therapy Companies
Simple Fully-Diluted Current EPS ----------------- -------------------- LTM/ Price 52 Wk 52 Wk ------------------------- Market Technology Market Technology Company Fiscal Yr 1/3/97 High Low LTM 1996E(a) 1997E(a) Value Value (b) Value (b) Value (b) - ------- --------- ------ ---- --- ------ -------- -------- ----- --------- --------- --------- Avigen, Inc. 9/30/96 $ 4.50 $11.75 $ 3.50 ($0.74) ($0.57) ($1.00) $ 32.8 $ 15.6 $ 36.1 $ 15.1 (AVGN) 6/30/96 GeneMedicine, Inc. (e) 9/30/96 $ 6.25 $ 9.00 $ 3.13 ($0.94) ($0.87) ($0.61) $ 81.2 $ 48.5 $100.6 $ 42.9 (GMED) 12/31/95 Ribozyme Pharmaceuticals 9/30/96 $11.50 $21.13 $ 8.75 ($3.23) ($1.47) ($0.54) $ 79.5 $ 57.3 $ 88.9 $ 55.5 Inc. (RZYM) 12/31/95 Somatix Therapy Corp. (f) 9/30/96 $ 3.53 $ 9.31 $ 3.19 ($0.92) ($2.09) ($0.81) $ 86.1 $ 72.3 $107.4 $ 70.8 (SOMA) 6/30/95 Targeted Genetics Corp.(g) 9/30/96 $ 4.50 $ 7.25 $ 3.13 ($1.20) NA NA $ 90.5 $ 68.7 $ 99.2 $ 69.6 (TGEN) 12/31/95 Vical Inc. 9/30/96 $17.25 $21.25 $11.00 ($0.33) ($0.48) ($0.80) $265.4 $216.7 $270.7 $219.9 (VICL) 12/31/95 - ------------------------------------------------------------------------------------------------------------------------------------ Mean $105.9 $ 79.8 $117.2 $ 79.0 Median $ 83.7 $ 63.0 $ 99.9 $ 62.6 Maximum $265.4 $216.7 $270.7 $219.9 Minimum $ 32.8 $ 15.6 $ 36.1 $ 15.1 - ------------------------------------------------------------------------------------------------------------------------------------ Funds No. of Products LTM Implied Corporate Invested by in Development Product Burn Burn Company Partners Partners(c) Program Focus Cash Rate(d) Life(d) - ------- --------- ----------- --------------- -------------------- ----- ------- ------- Avigen, Inc. None $ 0.0 Preclinical Cancer $17.2 $ 4.3 4.0 (AVGN) Blood Diseases Infectious Diseases GeneMedicine, Inc. (e) Roche $23.0 Phase I - 1 Cancer $32.7 $11.7 2.8 (GMED) Corange Int'l Muscle Blood Inflammatory Cardiovascular Growth Factors Ribozyme Pharmacueticals Chiron $11.5 Preclinical Diabetic Retinopathy $22.3 $16.1 1.4 (RZYM) Parke-Davis (WLA) HIV, Various Other Somatix Therapy Corp. (f) Baxter $12.0 Phase I/II - 4 Cancer $13.8 $21.1 0.7 (SOMA) Bristol-Myers Squibb Neurology Hemophilia Parkinson's Chronic Granulomatous Targeted Genetics Corp.(g) Immunex 16.6 Phase I/II - 5 HIV $21.9 $17.4 1.3 (TGEN) CellPro Cancer Gaucher Disease Cystic Fibrosis Peripheral Blood Vical Inc. Merck 14.6 Phase II - 1 Cancer $48.7 $ 5.6 8.7 (VICL) Genzyme Phase I/II - 2 Cancer Pasteur-Merieux Infectious Disease Baxter, Isis - ---------------------------------------------------------------------------------------------------------------------------------- Mean $26.1 $12.7 3.1 Median $22.1 $13.9 2.1 Maximum $48.7 $21.1 8.7 Minimum $13.8 $ 4.3 0.7 - ----------------------------------------------------------------------------------------------------------------------------------
- ---------- (a) EPS projected for twelve months ended December 31 (Calendarized). Source: First Call as of January 3, 1997.. (b) Fully diluted market value includes vested and in-the-money options. Technology Value = Fully diluted market value less cash, short-term marketable securities and proceeds from the excercise of options and warrants. (c) Includes shares purchased by corporate partner and royalties and milestones from inception to date of latest financial quarter. (d) Implied Burn Life is equal to Cash + Marketable Securities divided by the Burn Rate. Burn Rate is equal to the absolute value of (Net Income + Depreciation - Capital Expenditures). (e) GMED shares outstanding include 3.75M Series B Preferred Stock. (f) SOMA pro forma the 2/13/95 stock-for-stock acquisition of Merlin Pharmaceutical Corporation for a total purchase price of $13.7M (inclusive of warrants, options, acquisition-related expenses and liabilities assumed). SOMA issued 2.3M shares for all of Merlin stock. $1.06MM restructuring charge (tax effected at 40%) excluded for the three months ended September 30, 1996. Shares outstanding includes 2.5 million shares from assumed conversion of preferred stock. (g) One time expense of $13.518MM related to Rgene merger excluded for the nine months ended September 30, 1996. Not pro forma for June 1996 merger with Rgene. LEHMAN BROTHERS Analysis of Comparable Biotechnology Companies ================================================================================ Cell Therapy Companies
Simple Fully-Diluted Current EPS --------------------------------------- LTM/ Price 52 Wk 52 Wk ------------------------- Market Technology Market Technology Company Fiscal Yr 1/3/97 High Low LTM 1996E(a) 1997E(a) Value Value(b) Value(b) Value(b) - ------- --------- ------ ---- --- ----- -------- -------- ----- -------- -------- ---------- Cell Genesys, Inc. (e) 9/30/96 $ 9.25 $11.63 $ 6.00 ($0.50) ($0.77) ($0.73) $152.3 $ 74.4 $183.8 $ 77.4 (CEGE) 12/31/95 CellPro, Inc. (f) 9/30/96 $12.25 $19.25 $11.00 ($1.39) ($1.27) ($1.47) $176.8 $111.6 $196.1 $104.8 (CPRO) 3/31/96 Sprint (g) 9/30/96 $15.06 $18.63 $11.00 ($2.81) NA NA $218.4 $193.4 $243.9 $199.4 12/31/95 =================================================================================================================================== Mean $164.6 $ 93.0 $189.9 $ 91.1 Median $164.6 $ 93.0 $189.9 $ 91.1 Maximum $176.8 $111.6 $196.1 $104.8 Minimum $152.3 $ 74.4 $183.8 $ 77.4 =================================================================================================================================== Funds No. of Products LTM Implied Corporate Invested by in Development Product Burn Burn Company Partners Partners(c) Program Focus Cash Rate(d) Life(d) - ------- --------------------- ----------- --------------- ------- ----- ------- ------- Cell Genesys, Inc. (e) Japan Tobacco $ 42.8 Phase II - 1 AIDS $77.9 $ 5.0 15.5 (CEGE) Hoechst Marion Roussel CellPro, Inc. (f) Corixa $ 80.0 Phase I/II - 6 Cancer $65.3 $16.5 4.0 (CPRO) Targeted Genetics Phase II - 1 AIDS Phase III - 1 Eur. Approval - 1 Sprint (g) Sandoz $471.3 Phase I/II - 1 Cancer $25.0 $32.6 0.8 ========================================================================================================================= Mean $71.6 $10.8 9.7 Median $71.6 $10.8 9.7 Maximum $77.9 $16.5 15.5 Minimum $65.3 $ 5.0 4.0 =========================================================================================================================
- ---------- (a) EPS projected for twelve months ended December 31 (Calendarized). Source: First Call as of January 3, 1997. (b) Fully diluted market value includes vested and in-the-money options. Technology Value = Fully diluted market value less cash, short-term marketable securities and proceeds from the excercise of options and warrants. (c) Includes shares purchased by corporate partner and royalties and milestones from inception to date of latest financial quarter. (d) Implied Burn Life is equal to Cash + Marketable Securities divided by the Burn Rate. Burn Rate is equal to the absolute value of (Net Income + Depreciation - Capital Expenditures). (e) CEGE Shares, Cash and Funds Invested reflect the $20M (2.0M shares) investment by Hoechst Marion Roussel. (f) CPRO recently ended the collaboration with Corange. CellPro's CEPRATE SC System, sold in Europe since 1993, awaits review of its PMA application by the FDA. (g) Sprint Cash Balance of $25.0 MM is as of 12/31/96 per management estimate. LEHMAN BROTHERS LEHMAN BROTHERS B Sprint Discounted Cash Flow Analysis ================================================================================ Discounted Cash Flow Analysis Terminal Year: 2001 (Revenue) (Sprint Projections) ------------------------------------------------------------------------------------------------ Discount rate 35.0% 40.0% ------------------------------------------------------------------------------------------------ ----------- ----------- ----------- ----------- ----------- ------------ ---------- ------------ Revenue multiple 5.0x 6.0x 7.0x 8.0x 5.0x 6.0x 7.0x 8.0x ----------- ----------- ----------- ----------- ----------- ------------ ---------- ------------ Cash flows, 1997 to 2001 21.7 21.7 21.7 21.7 12.3 12.3 12.3 12.3 PV of Other Products NM NM NM NM NM NM NM NM Terminal value, 200 631.9 758.3 884.6 1,011.0 526.8 632.2 737.6 842.9 ----------- ----------- ----------- ----------- ----------- ------------ ---------- ------------ Enterprise Value 653.6 780.0 906.4 1,032.8 539.2 644.5 7499 855.3 Plus: Option proceeds 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 Plus: Cash and investments 25.0 25.0 25.0 25.0 25.0 25.0 25 0 25.0 Plus: Residual NOL -- -- -- -- -- -- -- -- Less: Total debt (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) Equity Value 701.0 827.4 953.8 1,080.2 586.6 691.9 797.3 902.7 Fully-diluted shares outstanding 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 Equity Value Per Share $ 43.29 $ 51.10 $ 58.90 $ 66.70 $ 36.22 $ 42.73 $ 49.24 $ 55.74 ------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------ Discount rate 45.0% 50.0% ------------------------------------------------------------------------------------------------ ----------- ----------- ----------- ----------- ----------- ------------ ---------- ------------ Revenue multiple 5.0x 6.0x 7.0x 8.0x 5.0x 6.0x 7.0x 8.0x ----------- ----------- ----------- ----------- ----------- ------------ ---------- ------------ Cash flows, 1997 to 2001 5.0 5.0 5.0 5.0 (0.9) (0.9) (0.9) (0.9) PV of Other Products NM NM NM NM NM NM NM NM Terminal value, 200 442.1 530.5 618.9 707.3 373.1 447.8 522.4 597.0 ----------- ----------- ----------- ----------- ----------- ------------ ---------- ------------ Enterprise Value 447.0 535.4 623.8 712.2 372.3 446.9 521.5 596.1 Plus: Option proceeds 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 Plus: Cash and investments 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 Plus: Residual NOL -- -- -- -- -- -- -- -- Less: Total debt (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) Equity Value 494.4 582.8 671.2 759.6 419.7 494.3 568.9 643.5 Fully-diluted shares outstanding 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 Equity Value Per Share $ 30.53 $ 35.99 $ 41.45 $ 46.91 $ 25.92 $ 30.52 $ 35.13 $ 39.74 ------------------------------------------------------------------------------------------------
Valuation Analysis (Sprint Projections) ================================================================================
Schedule of Unlevered Free Cash Flows 1996 1997 1998 1999 2000 2001 2002 2003 --------- --------- --------- --------- ---------- --------- --------- --------- EBIT ($ 42.4) ($ 44.3) ($ 40.2) $ 3.6 $ 112.0 $ 323.6 $ 698.2 $1,177.4 % of revenues -215.7% -140.4% -83.5% 3.4% 45.5% 57.1% 59.3% 60.1% % growth NM NM NM NM 3010.5% 189.0% 115.7% 68.6% Taxes -- -- -- -- -- 78.9 286.3 482.7 --------- --------- --------- --------- ---------- --------- --------- --------- % EBIT 0.0% 0.0% 0.0% 0.0% 0.0% 24.4% 41.0% 41.0% EBIT. after tax (42.4) (44.3) (40.2) 3.6 112.0 244.8 412.0 694.7 Depreciation 10.0 12.3 14.1 12.2 14.3 17.7 22.6 30.5 % capital expenditures 0.4% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% Other non-cash charges (HIV depreciation) -- -- -- -- 0.5 1.6 2.2 3.3 --------- --------- --------- --------- ---------- --------- --------- --------- Operating cash flow (32.4) (32.0) (26.1) 15.8 126.9 264.1 436.8 728.4 % revenues -164.8% -101.5% -54.3% 14.8% 51.6% 46.6% 37.1% 37.2% Investment in working capital 0.5 0.4 0.7 (3.3) (9.5) (16.2) (26.9) (35.3) %Change in revenues 3.2% 3.5% 4.3% -5.7% -6.8% -5.1% -4.4% -4.5% Capital expenditures (2.8) (14.2) (14.9) (16.5) (22.3) (20.3) (34.1) (45.8) --------- --------- --------- --------- ---------- --------- --------- --------- % revenues 14.1% 45.0% 31.0% 15.5% 9.0% 3.6% 2.9% 2.3% Unlevered Free Cash Flows ($ 34.7) ($ 45.8) ($ 40.3) ($ 4.0) $ 95.1 $ 227.6 $ 375.8 $ 647.4 ========= ========= ========= ========= ========== ========= ========= ========= Cumulative Free Cash Flows ($ 34.7) ($ 80.5) ($ 120.8) ($ 124.8) ($ 29.7) $ 197.9 $ 573.7 $1,221.1 % revenues 176.3% -145.1% 83.8% -3.8% 38.6% 40.2% 31.9% 33.1% % growth NM NM NM NM NM 139.3% 65.1% 72.3%
Schedule of Unlevered Free Cash Flows 2004 2005 --------- --------- EBIT $1,827.8 $2,313.3 % of revenues 61.4% 61.5% % growth 55.2% 26.6% Taxes 749.4 948.5 --------- --------- % EBIT 41.0% 41.0% EBIT. after tax 1,078.4 1,364.9 Depreciation 39.9 49.7 % capital expenditures 0.1% 0.1% Other non-cash charges (HIV depreciation) 3.8 3.4 --------- --------- Operating cash flow 1,122.1 1,418.0 % revenues 37.7% 37.7% Investment in working capital (46.0) (34.1) %Change in revenues -4.5% -43% Capital expenditures (52.8) (56.4) --------- --------- % revenues 1.8% 1.5% Unlevered Free Cash Flows $1,023.3 $1,327.5 ========= ========= Cumulative Free Cash Flows $2,244.4 $3,571.9 % revenues 34.4% 35.3% % growth 58.1% 29.7% Valuation Analysis (Sprint Projections) ================================================================================
Consolidated Income Statement 1995 1996 1997 1998 1999 2000 2001 2002 2003 -------- -------- --------- -------- -------- -------- ------- -------- -------- REVENUES Cancer: HSC-IP CLL $ 0.0 $ 0.0 $ 0.3 $ 1.0 $ 1.8 $ 6.1 $ 9.7 $ 14.3 HSC-IP NHL -- -- 6.8 37.8 84.1 123.5 180.9 226.6 HSC-IP MM -- -- 2.5 10.5 24.3 36.7 52.0 57.3 HSC-IP Breast Cancer -- -- 4.5 26.1 100.1 200.2 322.5 373.7 HSC-IP AIS -- -- -- -- -- 139.9 376.5 712.3 HSC-IU-GD -- -- -- -- 6.8 25.3 43.4 65.6 HSC-GT -- -- -- -- -- 3.9 80.1 257.4 HSC-TI -- -- -- -- -- -- -- -- HSC-IP Leukemia -- -- -- -- -- -- -- 29.3 HSC - GT HIV Profit Distribution -- -- -- -- -- 0.0 87.2 193.3 -------- --------- -------- -------- -------- ------- -------- -------- Total Product Revenues -- -- 14.1 75.4 217.0 535.5 1,152.3 1,929.7 % growth 0.0% 0.0% 0.0% 435.3% 187.8% 146.7% 115.2% 67.5% Collaborative research 2.3 13.8 22.3 25.0 26.1 22.0 16.0 15.2 1.2 Milestone payments -- 5.5 9.0 9.0 5.0 6.5 12.0 3.0 8.0 Grants 1.0 0.1 -- -- -- -- -- -- -- Royalties -- -- -- -- 0.0 0.5 3.2 7.3 19.5 Other 0.3 0.2 0.2 -- -- -- -- -- -- -------- -------- --------- -------- -------- -------- ------- -------- -------- Total Revenues 3.6 19.7 31.5 48.1 106.6 246.1 566.7 1,177.8 1,958.4 % growth 0% 444% 60% 53% 121% 131% 130% 108% 66% OPERATING EXPENSES Manufacturing 15.4 20.2 23.4 35.6 63.9 129.7 244.0 389.3 552.7 % revenues 0% 78% 64% 49% 33% 26% 23% 21% 20% Research & development 46.7 40.0 48.0 55.4 57.1 58.8 85.0 176.7 293.8 % revenues 1292% 203% 152% 115% 54% 24% 15% 15% 15% Selling, general & administrative 8.1 6.7 7.6 9.6 10.3 11.4 28.3 58.9 97.9 % revenues 224% 34% 24% 20% 10% 5% 5% 5% 5% -------- -------- --------- -------- -------- -------- ------- -------- -------- Total Expenses 54.8 62.1 75.8 88.3 103.0 134.1 243.1 479.6 781.0 % revenues 1517% 316% 240% 184% 97% 54% 43% 41% 40% EBIT (51.2) (42.4) (44.3) (40.2) 3.6 112.0 323.6 698.2 1,177.4 % revenues -216% -140% -84% 3% 46% 57% 59% 60% Other income 3.1 -- -- -- -- -- -- -- -- Depreciation and amortization 9.5 10.0 12.3 14.1 12.2 14.3 17.7 22.6 30.5 % capital expenditures 0.2% 0.4% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% EBITDA (41.8) (32.4) (32.0) (26.1) 15.8 126.3 341.3 720.9 1,207.9 % revenues -1155% -165% -101% -54% 15% 51% 60% 61% 62% Taxes -- -- -- -- -- 78.9 286.3 482.7 % EBIT 0% 0% 0% 0% 0% 0% 24% 41% 41% Net income ($ 48) ($ 42.4) ($ 44.3) ($ 40.2) $ 3.6 $ 112.0 $244.8 $ 412.0 $ 694.7 % revenues NM -216% -140% -84% 3% 46% 43% 35% 35% Shares outstanding 14.0 14.5 15.9 17.7 17.7 17.7 17.7 17.7 17.7 EPS ($ 3.43) ($ 2.93) ($ 2.78) ($ 2.27) $ 0.20 $6.32 $13.81 $ 23.24 $ 39.19 % growth NM NM NM NM NM 3010.5% 118.5% 68.3% 68.6%
Consolidated Income Statement 2004 2005 -------- -------- REVENUES Cancer: HSC-IP CLL $ 18.4 $ 22.8 HSC-IP NHL 242.9 250.2 HSC-IP MM 59.0 60.8 HSC-IP Breast Cancer 481.1 495.6 HSC-IP AIS 978.2 1,007.5 HSC-IU-GD 73.7 75.9 HSC-GT 487.8 889.1 HSC-TI 29.9 131.5 HSC-IP Leukemia 127.6 230.2 HSC - GT HIV Profit Distribution 435.5 542.3 -------- -------- Total Product Revenues 2,934.1 3,705.8 % growth 52.0% 26.3% Collaborative research -- -- Milestone payments 5.0 -- Grants -- -- Royalties 36.5 55.3 Other -- -- -------- -------- Total Revenues 2,975.6 3,761.1 % growth 52% 26% OPERATING EXPENSES Manufacturing 552.7 695.1 % revenues 19% 18% Research & development 446.3 564.2 % revenues 15% 15% Selling, general & administrative 148.8 188.1 % revenues 5% 5% -------- -------- Total Expenses 1,147.8 1,447.8 % revenues 39% 38% EBIT 1,827.8 2,313.3 % revenues 61% 62% Other income -- -- Depreciation and amortization 39.9 49.7 % capital expenditures 0.1% 0.1% EBITDA 1,867.7 2,363.0 % revenues 63% 63% Taxes 749.4 948.5 % EBIT 41% 41% Net income $l,078.4 $1,364.9 % revenues 36% 36% Shares outstanding 17.7 EPS $ 60.84 $ 77.00 % growth 55.2% 26.6% Valuation Analysis (Sprint Projections) ================================================================================
Consolidated Balance Sheet 1995 1996 1997 1998 1999 2000 2001 2002 2003 ---- ---- ---- ---- ---- ---- ---- ---- ---- ASSETS Cash and cash equivalents $ 67.5 $ 31.0 $ 6.8 $ 11.3 $ 16.6 $ 110.6 $ 334.9 $ 706.4 $1,347.2 Accounts receivable 0.3 0.2 0.2 1.l 6.0 17.4 43.1 92.8 155.9 Other current assets 1.3 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 Total Current Assets 69.1 31.9 7.7 13.1 23.4 128.7 378.7 799.8 1,503.8 Equipment/building improvements 60.8 63.6 77.7 92.7 109.1 131.4 151.7 185.7 231.5 Equipment under capital lease 10.8 10.8 10.8 10.8 -- -- -- -- -- 71.5 74.3 88.5 103.4 109.1 131.4 151.7 185.7 231.5 Accumulated depreciation (21.0) (31.0) (43.3) (57.3) (69.6) (83.3) (99.3) (119.8) (147.0) Net property and equipment 50.6 43.3 45.2 46.1 39.6 48.1 52.3 66.0 84.5 Other assets 0.5 0.6 0.6 0.6 0.6 0.6 0.6 0.6 0.6 Total Assets $ 120.2 $ 75.8 $ 53.5 $ 59.8 $ 63.5 $ 177.4 $ 431.7 $ 866.4 $1,588.9 LIABILITIES AND EQUITY Accounts payable and accrueds 6.7 6.6 7.6 8.8 10.3 13.4 24.3 48.0 78.1 Current portion of deferred rent 0.1 -- -- -- 0.8 0.8 0.8 0.8 0.8 Short-term capital leases 1.8 2.0 2.1 1.4 -- -- -- -- -- Deferred revenue 3.1 3.0 2.2 2.5 2.6 2.2 1.6 1.5 0.1 Total Current Liabilities 11.7 11.5 11.9 12.8 13.7 16.4 26.7 50.3 79.0 Long-term capital leases 5.5 3.5 1.4 -- -- -- -- -- -- Accrued rent, less current portion 4.5 4.7 4.8 5.0 4.1 3.3 2.5 1.7 0.8 Common stock 246.7 246.7 270.2 317.2 317.2 317.2 317.2 317.2 317.2 Retained earnings (deficit) - Beginning (100.1) (148.2) (190.7) (234.9) (275.1) (271.5) (159.5) 85.3 497.2 Net income (loss) (48.1) (42.4) (44.3) (40.2) 3.6 112.0 244.8 412.0 694.7 Retained earnings (deficit) - ending (148.2) (190.7) (234.9) (275.1) (271.5) (159.5) 85.3 497.2 1,191.9 Total Equity 98.5 56.0 35.3 42.1 45.7 157.7 402.4 814.4 1,509.1 Total Liabilities and Equity $ 120.2 $ 75.8 $ 53.5 $ 59.8 $ 63.5 $ 177.4 $ 431.7 $ 866.4 $1,588.9
Consolidated Balance Sheet 2004 2005 ---- ---- ASSETS Cash and cash equivalents $2,362.9 $3,683.6 Accounts receivable 237.7 300.9 Other current assets 0.7 0.7 Total Current Assets 2,601.2 3,985.1 Equipment/building improvements 284.3 340.7 Equipment under capital lease -- -- 284.3 340.7 Accumulated depreciation (183.0) (229.4) Net property and equipment 101.3 111.4 Other assets 0.6 0.6 Total Assets $2,703.1 $4,097.1 LIABILITIES AND EQUITY Accounts payable and accrueds 114.8 144.8 Current portion of deferred rent 0.8 -- Short-term capital leases -- -- Deferred revenue -- -- Total Current Liabilities 115.6 144.8 Long-term capital leases -- -- Accrued rent, less current portion -- -- Common stock 317.2 317.2 Retained earnings (deficit) - Beginning 1,191.9 2,270.3 Net income (loss) 1,078.4 1,364.9 Retained earnings (deficit) - ending 2,270.3 3,635.1 Total Equity 2,587.5 3,952.3 Total Liabilities and Equity $2,703.1 $4,097.1 Valuation Analysis (Sprint Projections) ================================================================================ Market Analysis Schedule of Eligible Patients
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL 13 39 67 96 142 292 451 620 798 986 HSC-IP NHL 1,779 2.076 2,516 4,535 6.006 7.560 9,203 10,208 10,515 10.830 HSC-IP MM 403 593 917 1,259 1,621 2,003 2,407 2,479 2,554 2,630 HSC-IP Breast Cancer 4,643 7,173 11,821 15,219 21,946 26,371 35,478 41,110 52,929 54,517 HSC-IP AIS -- -- -- -- 4,389 22.606 32,598 47,965 59,285 61,063 HSC-IP-GD -- -- -- -- 225 464 716 984 1,013 1,044 HSC-GT -- -- -- -- 3,043 7,837 16,144 24,942 34,253 52,922 HSC-TI -- -- -- -- -- -- -- 7,625 10,484 15,376 HSC-IP Leukemia 1,142 1.177 1,515 1,768 2,143 3,311 5,684 7,318 12,663 16,303 Europe: Cancer: HSC-IP CLL 15 47 80 116 170 351 542 744 958 1,184 HSC-IP NHL 1,423 2,198 3,019 5,442 6,406 7,423 9,345 11,375 12,617 12,996 HSC-IP MM 346 712 1,100 1,511 1,945 2,404 2,889 2,975 3,065 3,157 HSC-IP Breast Cancer 4,735 7,316 12,057 15,523 22,385 26,899 36,187 41,932 53,987 55,607 HSC-IP AIS -- -- -- -- 5,267 27,127 39,117 57,558 71,142 73,276 HSC-IU-GD -- -- -- -- 230 473 731 1,004 1,034 1,065 HSC-GT -- -- -- -- -- 3,762 7,749 17,958 26,718 35,987 HSC-TI -- -- -- -- -- -- -- 3,240 4,456 6,535 HSC-IP Leukemia 1,165 1,200 1,545 1,804 2,186 3,377 5,797 7,464 12,916 16,629 Japan: Cancer: HSC-IP CLL 6 19 33 48 71 146 226 310 399 493 HSC-IP NHL 415 916 1.258 2,267 2,669 3,093 3,894 4,740 5,257 5,415 HSC-IP MM 29 74 153 315 486 668 860 1,063 1,277 1,315 HSC-IP Breast Cancer 232 717 1,478 2,131 3,292 4,898 7,539 9,592 13,761 16,355 HSC-IP AIS -- -- -- -- -- -- 2,328 11,991 17,291 25,443 HSC-IU-GD -- -- -- -- -- -- 107 209 329 444 HSC-GT -- -- -- -- -- -- 1,453 2,993 7,707 11,466 HSC-TI -- -- -- -- -- -- -- -- 46 56 HSC-IP Leukemia 486 500 644 752 911 1,407 2,416 3,110 5,382 6,929
Valuation Analysis (Sprint Projections) ================================================================================ Market Share per Sprint's Business Plan
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-I U-GD 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% 40.0% Europe: Cancer: HSC-I P CLL 0.0% 0.0% 0.0% 50.0% 60.0% 60.0% 65.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-I U-GD 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% Japan: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NUL 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 35.0% 40.0% 50.0% 50.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 0.0% 0.0% 0.0% 115.0% 215.0% 515.0% 695.0% 910.0% 1075.0% 1240.0% 1365.0%
Valuation Analysis (Sprint Projections) ================================================================================ 115.0% 215.0% 515.0% 695.0% 910.0% 1075.0% 1240.0% 1365.0%
Market Share Adjusted for Product Delays Product Delay (in Years) 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 --------- ---- ---- ---- ---- ---- ---- ---- ----- ---- ---- U.S. Market Cancer: HSC-IP CLL 0 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NUL 0 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP MM 0 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 0 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% HSC-TI 0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% 40.0% Europe: Cancer: HSC-IP CLL 0.0% 0.0% 50.0% 60.0% 60.0% 65.0% 65.0% 70.0% 70.0% 70.0% HSC-I P NUL 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% Japan: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NUL 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 35.0% 40.0% 50.0% 50.0% HSC-I U-GD 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0%
Valuation Analysis (Sprint Projections) ================================================================================
Schedule of Revenues 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL $0 $0 $ 0 $ 0 $ 266 $ 2,628 $ 4,397 $ 6,510 $ 8,379 $ 10,353 HSC-IP NHL - - -- 5,102 36,036 56,700 82,827 107,184 110,408 113,715 HSC-IP MM - - -- 1,416 9,726 15,023 21,663 26,030 26,817 27,615 HSC-IP Breast Cancer - - -- 2,854 32,919 79,113 159,651 184,995 238,181 245,327 HSC-IP AIS - - -- -- -- 63,579 171,140 323,764 444,638 457,973 HSC-IU-GD - - -- -- 5,400 12,528 21,480 32,472 36,468 37,584 HSC-GT - - -- -- -- 3,919 64,576 149,652 274,024 529,220 HSC-TI - - -- -- -- -- -- -- 20,968 92,256 HSC-IP Leukemia - - -- -- -- -- -- 29,272 75,978 130,424 Total U.S. Market $0 $0 $ 0 $ 9,372 $ 84,347 $233,489 $ 525,734 $ 859,878 $1,235,860 $1,644,466 Europe: Cancer: HSC-IP CLL $0 $0 $ 300 $ 1,044 $ 1,530 $ 3,422 $ 5,285 $ 7,812 $ 10,059 $ 12,432 HSC-IP NUL - - 6,793 32,652 48,045 66,807 98,123 119,438 132,479 136,458 HSC-IP MM - - 2,475 9,066 14,588 21,636 30,335 31,238 32,183 33,149 HSC-IP Breast Cancer - - 4,521 23,285 67,155 121,046 162,842 188,694 242,942 250,232 HSC-IP AIS - - -- -- -- 76,295 205,364 388,517 533,565 549,570 HSC-IU-GD - - -- -- 1,380 12,771 21,930 33,132 37,224 38,340 HSC-GT - - -- -- -- -- 15,498 107,748 213,744 359,870 HSC-TI - - -- -- -- -- -- -- 8,912 39,210 HSC-IP Leukemia - - -- -- -- -- -- -- 51,664 99,774 Total Europe Market $0 $0 $14,089 $66,047 $132,698 $301,976 $ 539,375 $ 876,578 $1,262,771 $1,519,034 Japan: Cancer: HSC-IP CLL $0 $0 $ 0 $ 0 $ 133 $ 1,314 $ 2,204 $ 3,255 $ 4,190 $ 5,177 HSC-IP NUL - - -- -- 3,003 18,558 29,205 42,660 55,199 56,858 HSC-IP MM - - -- -- 547 4,008 6,450 9,567 13,409 13,808 HSC-IP Breast Cancer - - -- -- 617 7,347 22,617 43,164 61,925 73,598 HSC-IP AIS - - -- -- -- -- 9,167 71,946 129,683 190,823 HSC-I U-GD - - -- -- -- -- 1,284 5,643 9,870 14,652 HSC-GT - - -- -- -- -- -- 5,986 46,242 114,660 HSC-TI - - -- -- -- -- -- -- -- 112 HSC-IP Leukemia - - -- -- -- -- -- -- -- 27,716 Total Japan Market $0 $0 $ 0 $ 0 $4300 $ 31,227 $ 70,926 $ 182,221 $ 320,516 $ 497,402 Total Product Revenues $0 $0 $14,089 $75,418 $22l,345 $566,693 $1,136,035 $1,918,677 $2,819,146 $3,660,902
[Valuation Analysis (Sprint Projections) ================================================================================
Schedule of U.S. and Europe Revenues 1996 1997 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- ---- ---- US and Europe Cancer: HSC-IP CLL $ 0 $ 0 $ 300 $ 1,044 $ 1,796 $ 6,050 $ 9,682 HSC-IP NUL -- -- 6,793 37,754 84,081 123,507 180,950 HSC-IP MM -- -- 2,475 10,482 24,314 36,659 51,998 HSC-IP Breast Cancer -- -- 4,521 26,138 100,074 200,159 322,493 ---- ---- ------- ------- ------- ------- --------- Total Cancer -- -- 14,089 75,418 210,265 366,374 565,121 HSC-IP AIS -- -- -- -- -- 139,874 376,504 HSC-IU-GD -- -- -- -- 6,780 25,299 43,410 HSC-GT -- -- -- -- -- 3,919 80,074 HSC-TI -- -- -- -- -- -- -- HSC-IP Leukemia -- -- -- -- -- -- -- Total U.S. and Europe $ 0 $ 0 $14,089 $75,418 217,045 535,466 1,065,109 Schedule of HIV Profit Distribution Eligible Patients HSC-GT HIV (Symptom/Asymtom) - US -- -- -- -- -- 2,547 29,136 HSC-GT HIV (Symptom/Asymtom) - EU -- -- -- -- -- -- 3,722 HSC-GT HIV (Symptom/Asympt) - JPN -- -- -- -- -- -- -- Market Share per Sprint's Business Plan HSC-GT HIV (Symptom/Asympt) - US 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Market Share adjusted for Product Launch Delays HSC-GT HIV (Symptom/Asympt) - US 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Revenues HSC-GT HIV (Symptom/Asympt) - US $ 0 $ 0 $ 0 $ 0 $ 0 $ 25,470 $ 291,360 HSC-GT HIV (Symptom/Asympt) - EU -- -- -- -- -- -- 37,220 HSC-GT HIV (Symptom/Asympt) - JPN -- -- -- -- -- -- -- Total HIV Revenues -- -- -- -- -- 25,470 328,580 Cost of goods sold -- -- -- -- -- 6,183 79,763 SG&A (per Sandoz) -- -- -- -- -- 3,820 10,324 ---- ---- ------- ------- ------- ------- --------- Operating profit -- -- -- -- -- 15,467 238,493 Special advance repayment -- -- -- -- -- 5,238 53,834 Number of Centers Rolled Out (Sprint) -- -- -- -- -- 1 1 Number of Centers built @ 15,000 patients/center -- -- -- -- -- 1 1 Cost -- -- -- -- -- 10,229 10,229 Profit available for distribution -- -- -- -- -- 0 174,430 HSC-GT HIV Profit Distribution $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 87,215 Schedule of U.S. and Europe Revenues 2003 2004 2005 ---- ---- ---- US and Europe Cancer: HSC-IP CLL $ 14,322 $ 18,438 $ 22,785 HSC-IP NUL 226,622 242,886 250,173 HSC-IP MM 57,267 59,000 60,764 HSC-IP Breast Cancer 373,689 481,122 495,558 --------- --------- --------- Total Cancer 671,900 801,446 829,280 HSC-IP AIS 712,280 978,203 1,007,543 HSC-IU-GD 65,604 73,692 75,924 HSC-GT 257,400 487,768 889,090 HSC-TI -- 29,880 131,466 HSC-IP Leukemia 29,272 127,642 230,198 Total U.S. and Europe 1,736,456 2,498,630 3,163,500 Schedule of HIV Profit Distribution Eligible Patients HSC-GT HIV (Symptom/Asymtom) - US 47,591 103,832 125,764 HSC-GT HIV (Symptom/Asymtom) - EU 12,460 31,479 42,301 HSC-GT HIV (Symptom/Asympt) - JPN -- -- 434 Market Share per Sprint's Business Plan HSC-GT HIV (Symptom/Asympt) - US 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 50.0% Market Share adjusted for Product Launch Delays HSC-GT HIV (Symptom/Asympt) - US 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 50.0% Revenues HSC-GT HIV (Symptom/Asympt) - US $ 475,910 $1,038,320 $1,257,640 HSC-GT HIV (Symptom/Asympt) - EU 124,600 314,790 423,010 HSC-GT HIV (Symptom/Asympt) - JPN -- -- 4,340 Total HIV Revenues 600,510 1,353,110 1,684,990 Cost of goods sold 145,774 328,467 409,031 SG&A (per Sandoz) 47,752 143,464 191,394 --------- --------- --------- Operating profit 406,984 881,179 1,084,565 Special advance repayment -- -- -- Number of Centers Rolled Out (Sprint) 2 1 -- Number of Centers built @ 15,000 patients/center 1 2 1 Cost 20,458 10,229 -- Profit available for distribution 386,526 870,950 1,084,565 HSC-GT HIV Profit Distribution $ 193,263 $ 435,475 $ 542,282
Valuation Analysis (Sprint Projections) ================================================================================
Schedule of Other Revenues 1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- Collaborations: HIV Gene Therapy $5,445 $6,197 $6,259 $6,322 $6,385 $6,449 REV123 TRD 4,816 8,063 8,196 8,851 6,735 6,873 REV123 CRD 2,616 3,818 4,089 4,828 5,158 2,675 Gene Discovery 500 2,000 2,000 2,000 1,500 - Genentech TPO 96 - - - - - Japan Cell Center Deal 375 1,500 1,500 1,125 - - Double Positive Selection Device - 750 3,000 3,000 2,250 - Total Collaborations $2,320 $13,848 $22,328 $25,044 $26,126 $22,028 $15,997 Milestone Payments Gene Discovery $2,000 $500 $3,000 $2,000 $3,000 $3,000 Japan Cell Center Deal 3,500 5,500 4,000 - 3,500 5,000 Double Positive Selection Device 3,000 2,000 3,000 - 4,000 - Total Milestone Payments $5,500 $9,000 $9,000 $5,000 $6,500 $12,000 Royalties Gene Discovery Double Positive Selection Device 25 50 100 Japan Product Sales HSC-IP CLL - - - - 13 131 HSC-IP NHL - - - - 300 1,856 HSC-IP MM - - - - 55 401 HSC-IP BC - - - - 62 735 HSC-IP AIS - - - - - - HSC-IU-GD - - - - - - HSC-GT - - - - - - HSC-TI - - - - - - HSC-IP Leukemia - - - - - - Total Royalties $0 $0 $0 $25 $480 $3,223 Grants 145 - - - - - Other 185 200 - - - - Schedule of Other Revenues 2002 2003 2004 2005 ---- ---- ---- ---- Collaborations: HIV Gene Therapy $6,513 $0 $0 $0 REV123 TRD 6,991 - - - REV123 CRD 1,714 1,173 - - Gene Discovery - - - - Genentech TPO - - - - Japan Cell Center Deal - - - - Double Positive Selection Device - - - - Total Collaborations $15,218 $1,173 $0 $0 Milestone Payments Gene Discovery $3,000 $8,000 $5,000 $0 Japan Cell Center Deal - - - Double Positive Selection Device - - - - Total Milestone Payments $3,000 $8,000 $5,000 $0 Royalties Gene Discovery $1,000 $4,000 $5,000 Double Positive Selection Device 200 325 475 600 Japan Product Sales HSC-IP CLL 220 326 419 518 HSC-IP NHL 2,921 4,266 5,520 5,686 HSC-IP MM 645 957 1,341 1,381 HSC-IP BC 2,262 4,316 6,192 7,360 HSC-IP AIS 917 7,195 12,968 19,082 HSC-IU-GD 128 564 987 1,465 HSC-GT - 599 4,624 11,466 HSC-TI - - - 11 HSC-IP Leukemia - - - 2,772 Total Royalties $7,293 $19,547 $36,527 $55,340 Grants - - - - Other - - - -
Valuation Analysis (Sprint Projections) ================================================================================
1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- Mfg. Costs as a % of Revenue Per Sprint's Business Plan HSC-IP CLL 21.7% 21.7% 21.8% 21.8% HSC-IP NHL 21.7% 21.7% 21.8% 21.8% HSC-IP MM 21.7% 21.7% 21.8% 21.8% HSC-IP Breast Cancer 21.7% 21.7% 21.8% 21.8% HSC-IP AIS 21.8% HSC-IU-GD 5.4% 5.4% HSC-GT 24.1% HSC-TI HSC-IP Leukemia HSC-GT HIV- Profit Dist. (Symptom/Asympt) 24.3% Mfg. Costs as a % of Revenue Adjusted for Product Shift HSC-IP CLL 21.7% 21.7% 21.8% 21.8% HSC-IP NUL 21.7% 21.7% 21.8% 21.8% HSC-IP MM 21.7% 21.7% 21.8% 21.8% HSC-IP Breast Cancer 21.7% 21.7% 21.8% 21.8% HSC-IP AIS 0.0% 0.0% 0.0% 21.8% HSC-IU-GD 0.0% 0.0% 5.4% 5.4% HSC-GT 0.0% 0.0% 0.0% 24.1% HSC-TI 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% HSC-GT HIV- Profit Dist. (Symptom/Asympt) 0.0% 0.0% 0.0% 24.3% Mfg. Costs in $~s Adjusted for Product Shift HSC-I P CLL $65 $227 $392 $1,319 HSC-IP NUL 1,474 8,193 18,330 26,925 HSC-IP MM 537 2,275 5,300 7,992 HSC -IP Breast Cancer 981 5,672 21,816 43,635 HSC-IP AIS - - - 30,493 HSC-IU-GD - - 366 1,366 HSC -GT - - - 943 HSC-TI - - - - HSC-IP Leukemia - - - - Manufacturing Costs - - 3,057 16,366 46,204 112,671 MAbs manufacturing costs 10,704 14,200 14,177 13,318 12,428 12,208 Page Mill Cell Center 2,010 3,030 3,030 2,830 2,210 2,050 Lyon Cell Center 2,689 3,019 3,099 3,099 3,049 2,789 Total Manufacturing Costs $0 $15,403 $20,249 $23,363 $35,613 $63,891 $129,718 2002 2003 2004 2005 ---- ---- ---- ---- Mfg. Costs as a % of Revenue Per Sprint's Business Plan HSC-IP CLL 21.8% 21.8% 21.8% 21.8% HSC-IP NHL 21.8% 21.8% 21.8% 21.8% HSC-IP MM 21.8% 21.8% 21.8% 21.8% HSC-IP Breast Cancer 21.8% 21.8% 21.8% 21.8% HSC-IP AIS 21.8% 21.8% 21.8% 21.8% HSC-IU-GD 5.4% 5.5% 5.4% 5.5% HSC-GT 24.1% 24.1% 24.1% 24.1% HSC-TI 16.3% 16.4% HSC-IP Leukemia 16.6% 16.6% 16.6% HSC-GT HIV- Profit Dist. (Symptom/Asympt) 24.3% 24.3% 24.3% 24.3% Mfg. Costs as a % of Revenue Adjusted for Product Shift HSC-IP CLL 21.8% 21.8% 21.8% 21.8% HSC-IP NUL 21.8% 21.8% 21.8% 21.8% HSC-IP MM 21.8% 21.8% 21.8% 21.8% HSC-IP Breast Cancer 21.8% 21.8% 21.8% 21.8% HSC-IP AIS 21.8% 21.8% 21.8% 21.8% HSC-IU-GD 5.4% 5.5% 5.4% 5.5% HSC-GT 24.1% 24.1% 24.1% 24.1% HSC-TI 0.0% 0.0% 16.3% 16.4% HSC-IP Leukemia 0.0% 16.6% 16.6% 16.6% HSC-GT HIV- Profit Dist. (Symptom/Asympt) 24.3% 24.3% 24.3% 24.3% Mfg. Costs in $~s Adjusted for Product Shift HSC-I P CLL $2,111 $3,122 $4,019 $4,967 HSC-IP NUL 39,447 49,403 52,949 54,538 HSC-IP MM 11,335 12,484 12,862 13,246 HSC -IP Breast Cancer 70,303 81,464 104,885 108,032 HSC-IP AIS 82,078 155,277 213,248 219,644 HSC-IU-GD 2,366 3,576 4,016 4,138 HSC -GT 19,262 61,918 117,333 213,871 HSC-TI - - 4,870 21,495 HSC-IP Leukemia - 4,859 21,189 38,213 Manufacturing Costs 226,902 372,104 535,371 678,144 MAbs manufacturing costs 12,208 12,208 12,208 12,208 Page Mill Cell Center 2,091 2,133 2,175 2,219 Lyon Cell Center 2,845 2,902 2,960 3,019 Total Manufacturing Costs $244,046 $389,347 $552,714 $695,590
Valuation Analysis (Sprint Projections) ================================================================================
1995 1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- ---- Schedule of Research & Development Internal research programs $8,604 $8,690 $8,777 $9,040 $9,312 Internal development programs 12,761 14,113 14,745 15,187 15,643 Internal clinical program 4,070 5,586 11,836 12,191 12,557 HIV Gene Rx Research program 6,136 6,197 6,259 6,447 6,640 REV 123 development program 4,807 8,063 8,196 8,442 8,695 REV 123 clinical program 2,616 3,818 4,089 4,212 4,338 Technology acquisitions 990 1,500 1,500 1,545 1,591 Total Research & Development $46,733 $39,984 $47,967 $55,402 $57,064 $58,776 $85,003 Schedule of SG&A G&A $5,010 $5,160 $5,315 $5,475 $5,639 US business development 1,341 1,908 1,965 2,024 2,085 EU business development 384 509 524 540 556 US marketing I sales - - 1,211 1,505 2,015 EU marketing I sales - - 550 748 1,089 Total SG&A $8,110 $6,735 $7,577 $9,566 $10,292 $11,384 $28,334 Total Operating Expenses 54,843 62,122 75,793 88,331 102,969 134,051 243,055 EBIT ($51,227) ($42,444) ($44,265) ($40,198) $3,601 $112,002 $323,631 Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year ($120,000) ($162,444) ($206,709) ($243,306) ($131,304) $0 NOL utilization (42,444) (44,265) (40,198) 3,601 112,002 131,304 NOL, end of year (162,444) (206,709) (246,907) (243,306) (131,304) - Income taxes $0 $0 $0 $0 $0 $0 $78,854 2002 2003 2004 2005 ---- ---- ---- ---- Schedule of Research & Development Internal research programs Internal development programs Internal clinical program HIV Gene Rx Research program REV 123 development program REV 123 clinical program Technology acquisitions Total Research & Development $176,675 $293,766 $446,345 564,168 Schedule of SG&A G&A US business development EU business development US marketing I sales EU marketing I sales Total SG&A $58,892 $97,922 $148,782 $188,056 Total Operating Expenses 479,613 781,035 1,147,840 1,447,814 EBIT $698,222 $1,177,404 $1,827,791 $2,313,308 Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year $0 $0 $0 $0 NOL utilization - - - - NOL, end of year - - - - Income taxes $286,271 $482,736 $749,394 $948,456
Valuation Analysis (Sprint Projections) ================================================================================
Schedule of Capital Expenditures Cost 1996 1997 1998 1999 2000 2001 2002 --------- --------- --------- --------- --------- --------- --------- --------- Number of Facilities Convertible HSCS - equipment 5,191 0 1 1 0 0 0 0 Convertible HSCS - Improvements 4,200 0 1 1 0 0 0 0 Equipment on lease 10,772 0 0 0 1 0 0 0 DPSD - equipment 3,992 0 0 0 0 2 1 2 DPSD - Improvements 4,200 0 0 0 0 2 1 2 Conversion - equipment 1,536 0 0 0 0 0 2 0 Conversion - improvements 250 0 0 0 0 0 2 0 HIV - equipment 4,529 0 0 0 0 0 0 0 HIV - improvements 5,700 0 0 0 0 0 0 0 Capital expenditures Beginning equipment/building imp. $60,776 $63,551 $77,739 $92,670 $109,148 $131,410 $151,674 R&D related equipment 2,775 4,797 5,540 5,706 5,878 8,500 17,668 Convertible HSCS - equipment - 5,191 5,191 - - - - Convertible HSCS - Improvements - 4,200 4,200 - - - - Equipment on lease - - - 10,772 - - - DPSD - equipment - - - - 7,984 3,992 7,984 DPSD - Improvements - - - - 8,400 4,200 8,400 Conversion - equipment - - - - - 3,072 - Conversion - improvements - - - - - 500 - HIV - equipment - - - - - - - HIV - improvements - - - - - - - Total capital expenditures 4,259 2,775 14,188 14,931 16,478 22,262 20,264 34,052 Ending Equipment/Building Imp. $63,551 $77,739 $92,670 $109,148 $131,410 $151,674 $185,726 Depreciation and amortization Equipment R&D related equipment $2,775 $4,797 $5,540 $5,706 $5,878 $8,500 $17,668 Convertible HCSC - equipment - 5,191 5,191 - - - - DPSD - equipment - - - - 7,984 3,992 7,984 Conversion - equipment - - - - - 3,072 - HIV - equipment - - - - - - - Total $2,775 $9,988 $10,731 $5,706 $13,862 $15,564 $25,652 Improvements Convertible HSCS - Improvements $0 $4,200 $4,200 $0 $0 $0 $0 DPSD - Improvements - - - - 8,400 4,200 8,400 Conversion - improvements - - - - - 500 - HIV - improvements - - - - - - - Total Improvements $0 $4,200 $4,200 $0 $8,400 $4,700 $8,400
Schedule of Capital Expenditures 2003 2004 2005 ---------- ----------- ---------- Number of Facilities Convertible HSCS - equipment 0 0 0 Convertible HSCS - Improvements 0 0 0 Equipment on lease 0 0 0 DPSD - equipment 2 1 0 DPSD - Improvements 2 1 0 Conversion - equipment 0 0 0 Conversion - improvements 0 0 0 HIV - equipment 0 0 0 HIV - improvements 0 0 0 Capital expenditures Beginning equipment/building imp. $185,726 $231,486 $284,313 R&D related equipment 29,377 44,634 56,417 Convertible HSCS - equipment - - - Convertible HSCS - Improvements - - - Equipment on lease - - - DPSD - equipment 7,984 3,992 - DPSD - Improvements 8,400 4,200 - Conversion - equipment - - - Conversion - improvements - - - HIV - equipment - - - HIV - improvements - - - Total capital expenditures 45,761 52,826 56,417 Ending Equipment/Building Imp. $231,486 $284,313 $340,730 Depreciation and amortization Equipment R&D related equipment $29,377 $44,634 $56,417 Convertible HCSC - equipment - - - DPSD - equipment 7,984 3,992 - Conversion - equipment - - - HIV - equipment - - - Total $37,361 $48,626 $56,417 Improvements Convertible HSCS - Improvements $0 $0 $0 DPSD - Improvements 8,400 4,200 - Conversion - improvements - - - HIV - improvements - - - Total Improvements $8,400 $4,200 $0 Valuation Analysis (Sprint Projections) ================================================================================
Schedule of Capital Expenditures and Depreciation 1996 1997 1998 1999 2000 2001 2002 ---------- ---------- ---------- --------- ---------- --------- --------- Depreciation Equipment - 1996 $555 $555 $555 $555 $555 Equipment - 1997 1,998 1,998 1,998 1,998 1,998 Equipment - 1998 2,146 2,146 2,146 2,146 2,146 Equipment - 1999 1,141 1,141 1,141 1,141 Equipment - 2000 2,772 2,772 2,772 Equipment - 2001 3,113 3,113 Equipment - 2002 5,130 Equipment - 2003 Equipment - 2004 Equipment - 2005 Total Depreciation - Equipment $555 $2,553 $4,699 $5,840 $8,612 $11,170 $14,303 Improvements - existing assets $9,454 9,585 9,085 6,085 4,586 4,140 5,138 Improvements - 1996 0 Improvements - 1997 140 140 140 140 140 140 Improvements - 1998 140 140 140 140 140 Improvements - 1999 - - - - - - - Improvements - 2000 280 280 280 Improvements - 2001 157 157 Improvements - 2002 280 Improvements - 2003 Improvements - 2004 Improvements - 2005 Total Depreciation - Improvements $9,454 $9,725 $9,365 $6,365 $5,146 $4,857 $6,134 Total Depreciation $9,472 $10,009 $12,278 $14,064 $12,205 $13,758 $16,027 $20,437
Schedule of Capital Expenditures and Depreciation 2003 2004 2005 --------- --------- --------- Depreciation Equipment - 1996 Equipment - 1997 Equipment - 1998 Equipment - 1999 1,141 Equipment - 2000 2,772 2,772 Equipment - 2001 3,113 3,113 3,113 Equipment - 2002 5,130 5,130 5,130 Equipment - 2003 7,472 7,472 7,472 Equipment - 2004 9,725 9,725 Equipment - 2005 11,283 Total Depreciation - Equipment $19,629 $28,213 $36,724 Improvements - existing assets 6,284 6,425 8,197 Improvements - 1996 Improvements - 1997 140 140 140 Improvements - 1998 140 140 140 Improvements - 1999 - - - Improvements - 2000 280 280 280 Improvements - 2001 157 157 157 Improvements - 2002 280 280 280 Improvements - 2003 280 280 280 Improvements - 2004 140 140 Improvements - 2005 - Total Depreciation - Improvements $7,561 $7,842 $9,614 Total Depreciation $27,189 $36,055 $46,338 Valuation Analysis (Sprint Projections) ================================================================================
Depreciation - HIV Centers Cost 1996 1997 1998 1999 2000 2001 2002 --------- --------- -------- --------- -------- --------- --------- --------- Schedule of Capital Expenditures - HIV HIV - equipment 4,529 0 0 0 0 0 1 2 HIV - improvements 5,700 0 0 0 0 0 1 2 HIV - equipment $0 $0 $0 $0 $4,529 $9,058 $4,529 HIV - improvements - - - - 5,700 11,400 5,700 Schedule of Depreciation - HIV Depreciation Equipment - 1996 $0.0 $0.0 $0.0 $0.0 $0.0 Equipment - 1997 - - - - - Equipment - 1998 - - - - - Equipment - 1999 - - - - Equipment - 2000 906 906 906 Equipment - 2001 1,812 1,812 Equipment - 2002 906 Equipment - 2003 Equipment - 2004 Equipment - 2005 Total Depreciation - HIV Equipment $0 $0 $0 $0 $906 $2,717 $3,623 Improvements - 1996 $0 $0 $0 $0 $0 $0 $0 Improvements - 1997 - - - - - - Improvements - 1998 - - - - - Improvements - 1999 - - - - Improvements - 2000 190 190 190 Improvements - 2001 380 380 Improvements - 2002 190 Improvements - 2003 Improvements - 2004 Improvements - 2005 Total Depreciation - HIV Improvements $0 $0 $0 $0 $190 $570 $760 Total Depreciation - HIV - - - - 1,096 3,287 4,383 Depreciation - Sprint (50%) $0 $0 $0 $0 $548 $1,644 $2,192
Depreciation - HIV Centers 2003 2004 2005 --------- --------- --------- Schedule of Capital Expenditures - HIV HIV - equipment 1 2 1 HIV - improvements 1 2 1 HIV - equipment $9,058 $4,529 $0 HIV - improvements 11,400 5,700 - Schedule of Depreciation - HIV Depreciation Equipment - 1996 Equipment - 1997 Equipment - 1998 Equipment - 1999 - Equipment - 2000 906 906 Equipment - 2001 1,812 1,812 1,812 Equipment - 2002 906 906 906 Equipment - 2003 1,812 1,812 1,812 Equipment - 2004 906 906 Equipment - 2005 - Total Depreciation - HIV Equipment $5,435 $6,341 $5,435 Improvements - 1996 $0 $0 $0 Improvements - 1997 - - - Improvements - 1998 - - - Improvements - 1999 - - - Improvements - 2000 190 190 190 Improvements - 2001 380 380 380 Improvements - 2002 190 190 190 Improvements - 2003 380 380 380 Improvements - 2004 190 190 Improvements - 2005 - Total Depreciation - HIV Improvements $1,140 $1,330 $1,330 Total Depreciation - HIV 6,575 7,671 6,765 Depreciation - Sprint (50%) $3,287 $3,835 $3,382 Valuation Analysis (Sprint Projections) ================================================================================
Schedule of Working Capital 1995 1996 1997 1998 1999 2000 2001 2002 -------- -------- -------- -------- -------- -------- -------- -------- Current assets A/R $256 $200 $200 $1,127 $6,035 $17,402 $43,095 $92,769 Other current assets 1,336 700 700 700 700 700 700 700 -------- -------- -------- -------- -------- -------- -------- -------- Total current assets 1,592 900 900 1,827 6,735 18,102 43,795 93,469 Current liabilities A/P and accruals 6,681 6,559 7,579 8,833 10,297 13,405 24,305 47,961 Current portion of accrued rent 69 - - - 827 827 827 827 Noncurrent portion of accrued rent 4,565 4,723 4,841 4,959 4,132 3,305 2,478 1,651 Deferred revenue 3,097 2,958 2,233 2,504 2,613 2,203 1,600 1,522 -------- -------- -------- -------- -------- -------- -------- -------- Total current liabilities 14,412 14,240 14,653 16,296 17,868 19,740 29,210 51,961 Net working capital (12,820) (13,340) (13,753) (14,469) (11,133) (1,638) 14,585 41,508 Net Investment in Working Capital $0 520 413 716 (3,336) (9,495) (16,223) (26,923) Schedule of Common Stock Beginning common stock $246,679 $246,679 $246,679 $270,179 $317,179 $317,179 $317,179 $317,179 Shares issued - - 1,471 1,786 - - - - Price - - 17 28 - - - - Discount 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% Net proceeds - - 23,500 47,000 - - - - Ending common stock $246,679 $246,679 $270,179 $317,179 $317,179 $317,179 $317,179 $317,179 Schedule of Shares Outstanding Beginning shares outstanding 14,470 14,470 15,940 17,726 17,726 17,726 17,726 Shares issued - 1,471 1,786 - - - - Ending shares outstanding 14,028 14,470 15,940 17,726 17,726 17,726 17,726 17,726
Schedule of Working Capital 2003 2004 2005 --------- --------- --------- Current assets A/R $155,941 $237,651 $300,890 Other current assets 700 700 700 --------- --------- --------- Total current assets 156,641 238,351 301,590 Current liabilities A/P and accruals 78,103 114,784 144,781 Current portion of accrued rent 827 824 - Noncurrent portion of accrued rent 824 - - Deferred revenue 117 - - --------- --------- --------- Total current liabilities 79,872 115,608 144,781 Net working capital 76,770 122,743 156,808 Net Investment in Working Capital (35,261) (45,973) (34,066) Schedule of Common Stock Beginning common stock $317,179 $317,179 $317,179 Shares issued - - - Price - - - Discount 6.0% 6.0% 6.0% Net proceeds - - - Ending common stock $317,179 $317,179 $317,179 Schedule of Shares Outstanding Beginning shares outstanding 17,726 17,726 17,726 Shares issued - - - Ending shares outstanding 17,726 17,726 17,726 Sprint Discounted Cash Flow Analysis ================================================================================ Discounted Cash Flow Analysis Terminal Year: 2005 (EBIT) (Sensitivity Case 1)
Discount rate 35.0% 40.0% 45.0% ------------------------- ------------------------- ------------------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- EBIT mulitple 11.Ox 13.Ox 15Ox 11.Ox 13.Ox 15Ox 11.Ox 13.Ox 15.Ox ----- ----- ----- ----- ----- ----- ----- ----- ----- Cash flows, 1997 to 2005 31.8 31.8 31.8 13.2 13.2 13.2 0.1 0.1 0.1 Terminal value, 2005 396.0 468.0 540.0 285.4 337.3 389.2 208.1 246.0 283.8 ----- ----- ----- ----- ----- ----- ----- ----- ----- Enterprise Value 427.7 499.7 571.7 298.7 350.6 402.5 208.2 246.0 283.9 Plus: Option proceeds 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 Plus: Cash and investments 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 Plus: Residual NOL -- -- -- -- -- -- -- -- -- Less: Total debt (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0 Equity Value 475.1 547.1 619.1 346.1 398.0 449.9 255.6 293.4 331.3 Fully-diluted shares outstanding 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 Equity Value Per Share $29.34 $33.79 $38.23 $21.37 $24.58 $27.78 $15.78 $18.12 $20.46 ------------------------------------------------------------------------------------
Discount rate 50.0% ------------------------- ----- ----- ----- EBIT mulitple 11.Ox 13.Ox 15.Ox ----- ----- ----- Cash flows, 1997 to 2005 (9.3) (9.3) (9.3) Terminal value, 2005 153.4 181.3 209.2 ----- ----- ----- Enterprise Value 144.1 172.0 199.8 Plus: Option proceeds 28.4 28.4 28.4 Plus: Cash and investments 25.0 25.0 25.0 Plus: Residual NOL -- -- -- Less: Total debt (6.0) (6.0) (6.0) Equity Value 191.5 219.4 247.2 Fully-diluted shares outstanding 16.2 16.2 16.2 Equity Value Per Share $11.82 $13.55 $15.27 -------------------------- Valuation Analysis (Sensitivity Case 1) ================================================================================
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ----- ---- ---- ---- ---- ---- ----- ----- ----- ----- EBIT (42.4) (44.3) (44.6) (19.8) 8.6 102.4 157.9 252.0 401.8 536.1 % of revenues -216% -140% -106% -27% 6% 38% 35% 36% 39% 40% % growth NM NM NM NM NM 1097% 54% 60% 59% 33% Taxes -- -- -- -- -- -- -- 102.4 164.7 219.8 ----- ---- ---- ---- ---- ---- ----- ----- ----- ----- % EBIT 0% 0% 0% 0% 0% 0% 0% 41% 41% 41% EBIT, after tax (42.4) (44.3) (44.6) (19.8) 8.6 102.4 157.9 149.6 237.1 316.3 Depreciation 10.0 12.3 14.1 12.2 14.3 15.7 17.9 21.4 25.0 27.6 % capital expenditures 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Other non-cash charges (HIV d -- -- -- -- 0.5 0.5 0.5 1.1 1.6 1.2 ----- ---- ---- ---- ---- ---- ----- ----- ----- ----- Operating cash flow (32.4) (32.0) (30.5) (7.6) 23.4 118.6 176.3 172.1 263.7 345.1 % revenues -165% -101% -73% -10% 16% 44% 39% 25% 26% 26% Investment in working capital 0.5 0.4 1.1 (1.8) (5.8) (10.3) (8.4) (13.5) (15.2) (14.3) %Change in revenues NM 3% 10% -6% -8% -9% -5% -5% -5% -4% Capital expenditures (2.8) (14.2) (14.9) (16.5) (22.3) (15.8) (23.1) (26.9) (23.6) (20.3) ----- ---- ---- ---- ---- ---- ----- ----- ----- ----- % revenues 14% 45% 36% 22% 15% 6% 5% 4% 2% 2% Unlevered Free Cash Flows (34.7) (45.8) (44.4) (25.8) (4.7) 92.5 144.7 131.7 224.9 310.6 ===== ==== ==== ==== ==== ==== ===== ===== ===== ===== % revenues -176% -145% -106% -35% -3% -34% 32% 19% 22% 23% % growth NM NM NM NM NM NM NM NM NM NM Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year ($120) ($162) ($207) ($251) ($271) ($263) ($160) ($2) $0 $0 NOL utilization (42) (44) (45) (20) 9 102 158 2 -- -- NOL, end of year (162) (207) (251) (271) (263) (160) (2) -- -- -- Income taxes $0 $0 $0 $0 $0 $0 $0 $102 $165 $220
Valuation Analysis (Sensitivity Case 1) ================================================================================
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ------- ------- ------- ------- ------ ------ ------ ------ ------- ------- REVENUES Cancer: HSC-IP CLL $0.0 $0.0 $0.2 $0.6 $1.0 $3.4 $5.4 $8.0 $10.3 $12.8 HSC-IP MIL -- -- 3.8 21.1 47.1 69.2 101.3 126.9 136.0 140.1 HSC-IP MM -- -- 1.4 5.9 13.6 20.5 29.1 32.1 33.0 34.0 HSC-IP Breast Cancer -- -- 2.5 14.6 56.0 112.1 180.6 209.3 269.4 277.5 HSC-IP AIS -- -- -- -- -- 19.6 52.7 99.7 136.9 141.1 HSC-IU-GD -- -- -- -- 3.8 14.2 24.3 36.7 41.3 42.5 HSC-GT -- -- -- -- -- 1.6 33.6 108.1 204.9 373.4 HSC-TI -- -- -- -- -- -- -- -- 15.7 69.0 HSC-IP Leukemia -- -- -- -- -- -- -- 16.4 71.5 128.9 HSC - GT HIV Profit Distributi -- -- -- -- -- -- 0.4 45.1 89.7 109.8 Total Product Revenues -- -- 7.9 42.2 121.5 240.6 427.5 682.3 1,008.8 1,329.1 % growth 0% 0% 0% 435% 188% 98% 78% 60% 48% 32% Collaborative research 13.8 22.3 25.0 26.1 22.0 16.0 15.2 1.2 -- -- Milestone payments 5.5 9.0 9.0 5.0 6.5 12.0 3.0 8.0 5.0 -- Grants 0.1 -- -- -- -- -- -- -- -- -- Royalties -- -- -- 0.0 0.3 1.8 3.8 8.4 16.3 23.8 Other 0.2 0.2 -- -- -- -- -- -- -- -- Total Revenues 19.7 31.5 41.9 73.4 150.4 270.4 449.5 699.9 1,030.1 1,352.9 % growth 0% 60% 33% 75% 105% 80% 66% 56% 47% 31% OPERATING EXPENSES Manufacturing 15.4 20.2 21.6 25.8 60.5 86.9 156.8 238.0 319.2 410.9 % revenues 78% 64% 51% 35% 40% 32% 35% 34% 31% 30% Research & development 40.0 48.0 55.4 57.1 58.8 40.6 67.4 105.0 154.5 202.9 % revenues 203% 152% 132% 78% 39% 15% 15% 15% 15% 15% Selling, general & administrative 6.7 7.6 9.6 10.3 22.6 40.6 67.4 105.0 154.5 202.9 % revenues 34% 24% 23% 14% 15% 15% 15% 15% 15% 15% Total Expenses 62.1 75.8 86.5 93.1 141.8 168.0 291.6 447.9 628.3 816.8 % revenues 316% 240% 206% 127% 94% 62% 65% 64% 61% 60% EBIT (42.4) (44.3) (44.6) (19.8) 8.6 102.4 157.9 252.0 401.8 536.1 % revenues -216% -140% -106% -27% 6% 38% 35% 36% 39% 40% Other income -- -- -- -- -- -- -- -- -- -- Depreciation and amortization 10.0 12.3 14.1 12.2 14.3 15.7 17.9 21.4 25.0 27.6 % capital expenditures 0.4% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% EBITDA (32.4) (32.0) (30.5) (7.6) 22.9 118.1 175.8 273.4 426.8 563.7 % revenues -165% -101% -73% -10% 15% 44% 39% 39% 41% 42% Taxes 102.4 164.7 219.8 -- -- -- -- 102.4 164.7 219.8 % EBIT 0% 0% 0% 0% 0% 0% 0% 41% 41% 41% Net income (42.4) (44.3) (44.6) (19.8) 8.6 102.4 157.9 149.6 237.1 316.3 revenues -216% -140% -106% -27% 6% 38% 35% 21% 23% 23% Shares outstanding 14.5 15.9 17.7 17.7 17.7 17.7 17.7 17.7 17.7 17.7 EPS ($2.93) ($2.78) ($2.52) ($1.11) 0.48 5.78 $8.91 $8.44 $13.37 $17.84 % growth NM NM NM NM NM 1097% 54% -5% 58% 33%
Valuation Analysis (Sensitivity Case 1) ================================================================================
Consolidated Balance Sheet 1995 1996 1997 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- ---- ---- ---- ASSETS Cash and cash equivalents $67.5 $31.0 $6.8 $6.8 ($12.3) $10.1 $148.2 $319.2 Accounts receivable 0.3 0.2 0.2 0.6 3.4 9.7 19.4 34.5 Other current assets 1.3 0.7 0.7 0.7 0.7 0.7 0.7 0.7 Total Current Assets 69.1 31.9 7.7 8.1 (8.2) 20.5 168.3 354.4 Equipment/building improvements 60.8 63.6 77.7 92.7 109.1 131.4 147.2 170.4 Equipment under capital lease 10.8 10.8 10.8 10.8 -- -- -- -- 71.5 74.3 88.5 103.4 109.1 131.4 147.2 170.4 Accumulated depreciation (21.0) (31.0) (43.3) (57.3) (69.6) (83.3) (98.4) (115.8) Net property and equipment 50.6 43.3 45.2 46.1 39.6 48.1 48.8 54.5 Other assets 0.5 0.6 0.6 0.6 0.6 0.6 0.6 0.6 Total Assets $120.2 $75.8 $53.5 $54.8 $32.0 $69.2 $217.6 $409.5 LIABILITIES AND EQUITY Accounts payable and accrueds 6.7 6.6 7.6 8.7 9.6 11.4 12.1 19.7 Current portion of deferred rent 0.1 -- -- -- -- 0.8 0.8 0.8 Short-term capital leases 1.8 2.0 2.1 1.4 -- -- -- -- Deferred revenue 3.1 3.0 2.2 2.5 2.6 2.2 1.6 1.5 Total Current Liabilities 11.7 11.5 11.9 12.6 13.0 14.4 14.6 22.0 Long-term capital leases 5.5 3.5 1.4 -- -- -- -- -- Accrued rent, less current portion 4.5 4.7 4.8 5.0 4.1 3.3 2.5 1.7 Common stock 246.7 246.7 270.2 317.2 317.2 317.2 317.2 317.2 Retained earnings (deficit) - Beginning (100.1) (148.2) (190.7) (234.9) (280.0) (302.4) (265.7) (116.6) Net income (loss) (48.1) (42.4) (44.3) (45.1) (22.4) 36.6 149.1 185.2 Retained earnings (deficit) - ending (148.2) (190.7) (234.9) (280.0) (302.4) (265.7) (116.6) 68.7 Total Equity 98.5 56.0 35.3 37.2 14.8 51.5 200.6 385.8 Total Liabilities and Equity $120.2 $75.8 $53.5 $54.8 $32.0 $69.2 $217.6 $409.5
Consolidated Balance Sheet 2003 2004 2005 ---- ---- ---- ASSETS Cash and cash equivalents $540.0 $886.3 $1,354.9 Accounts receivable 55.3 82.0 108.2 Other current assets 0.7 0.7 0.7 Total Current Assets 596.0 969.0 1,463.9 Equipment/building improvements 197.2 220.9 241.2 Equipment under capital lease 197.2 220.9 241.2 Accumulated depreciation (136.2) (159.5) (185.9) Net property and equipment 61.1 61.4 55.2 Other assets 0.6 0.6 0.6 Total Assets $657.6 $1,030.9 $1,519.7 LIABILITIES AND EQUITY Accounts payable and accrueds 29.2 41.7 54.5 Current portion of deferred rent 0.8 0.8 0.8 Short-term capital leases -- -- -- Deferred revenue 0.1 -- -- Total Current Liabilities 30.1 42.5 54.5 Long-term capital leases Accrued rent, less current portion 0.8 -- -- Common stock 317.2 317.2 317.2 Retained earnings (deficit) - Beginning 68.7 309.5 671.2 Net income (loss) 240.8 361.7 476.8 Retained earnings (deficit) - ending 309.5 671.2 1,148.0 Total Equity 626.7 988.4 1,465.2 Total Liabilities and Equity $657.6 $1,030.9 $1,519.7 Valuation Analysis (Sensitivity Case 1) ================================================================================
Market Analysis 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- Schedule of Eligible Patients US Market Cancer: HSC-IP CLL 10 31 54 77 114 234 361 496 638 789 HSC-IP NUL 1,423 1,661 2,013 3,628 4,805 6.048 7,362 8,166 8,412 8,664 HSC-IP MM 322 474 734 1,007 1,297 1,602 1,926 1,983 2,043 2,104 HSC-IP Breast Cancer 3,714 5,738 9,457 12,175 17,557 21,097 28,382 32,888 42,343 43,614 HSC-IP AIS -- -- -- -- 878 4,521 6,520 9,593 11,857 12,213 HSC-IU-GD -- -- -- -- 180 371 573 787 810 835 HSC-GT -- -- -- -- 1,826 4,702 9,686 14,965 20,552 31,753 HSC-TI -- -- -- -- -- -- -- 5,719 7,863 11,532 HSC-IP Leukemia 914 942 1,212 1,414 1,714 2,649 4,547 5,854 10,130 13,042 Europe: Cancer: HSC-IP CLL 12 38 64 93 136 281 434 595 766 947 HSC-IP NUL 1,138 1,758 2,415 4,354 5,125 5,938 7,476 9,100 10,094 10,397 HSC-IP MM 277 570 880 1,209 1,556 1,923 2,311 2,380 2,452 2,526 HSC-IP Breast Cancer 3,788 5,853 9,646 12,418 17,908 21,519 28,950 33,546 43,190 44,486 HSC-IP AIS -- -- -- -- 1,053 5,425 7,823 11,512 14,228 14,655 HSC-IU-GD -- -- -- -- 184 378 585 803 827 852 HSC-GT -- -- -- -- -- 2,257 4,649 10,775 16,031 21,592 HSC-TI -- -- -- -- -- -- -- 2,430 3,342 4,901 HSC-IP Leukemia 932 960 1,236 1,443 1,749 2,702 4,638 5,971 10,333 13,303 Japan: Cancer: HSC-I P CLL 5 15 26 38 57 117 181 248 319 394 HSC-IP NUL 332 733 1,006 1,814 2,135 2,474 3,115 3,792 4,206 4,332 HSC-IP MM 23 59 122 252 389 534 688 850 1,022 1,052 HSC-IP Breast Cancer 186 574 1,182 1,705 2,634 3,918 6,031 7,674 11,009 13,084 HSC-IP AIS -- -- -- -- -- -- 466 2,398 3,458 5,089 HSC-IU-GD -- -- -- -- -- -- 86 167 263 355 HSC-GT -- -- -- -- -- -- 872 1,796 4,624 6,880 HSC-TI -- -- -- -- -- -- -- -- 35 42 HSC-IP Leukemia 389 400 515 602 729 1,126 1,933 2,488 4,306 5,543
Valuation Analysis (Sensitivity Case 1) ================================================================================
Market Share per Sprint's Business Plan 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% 40.0% Europe: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 50.0% 60.0% 60.0% 65.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC4P MM 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% Japan: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 35.0% 40.0% 50.0% 50.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% IISC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 0.0% 0.0% 0.0% 115.0% 215.0% 515.0% 695.0% 910.0% 1075.0% 1240.0% 1365.0%
Valuation Analysis (Sensitivity Case 1) ================================================================================
115.0% 215.0% 515.0% 695.0% 910.0% 1075.0% 1240.0% 1365.0% Market Share Adjusted for Product Delay Product Delays (in Years) 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL 0 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NUL 0 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP MM 0 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 0 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% HSC-TI 0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% 40.0% Europe: Cancer: HSC-IP CLL 0.0% 0.0% 50.0% 60.0% 60.0% 65.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NUL 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% 60.0% 60.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% 30.0% Japan: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% 65.0% 70.0% 70.0% 70.0% HSC-IP NUL 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% 70.0% 70.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% 30.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 35.0% 40.0% 50.0% 50.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% 50.0% 55.0% HSC -GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 30.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 20.0%
Valuation Analysis (Sensitivity Case 1) ================================================================================
Schedule of Revenues U.S. Market 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Cancer: IISC-IP CLL $0 $0 $0 $0 $149 $1,472 $2,462 $3,646 $4,692 $5,798 HSC-IP NHL -- -- -- 2,857 20,180 31,752 46,383 60,023 61,828 63,680 HSC-IP MM -- -- -- 793 5,447 8,413 12,131 14,577 15,018 15,464 HSC-IP Breast Cancer -- -- -- 1,598 18,435 44,303 89,405 103,597 133,381 137,383 HSC-IP AIS -- -- -- -- -- 8,901 23,960 45,327 62,249 64,116 HSC-IU-GD -- -- -- -- 3,024 7,016 12,029 18,184 20,422 21,047 HSC-GT -- -- -- -- -- 1,646 27,122 62,854 115,090 222,272 HSC-TI -- -- -- -- -- -- -- -- 11,008 48,434 HSC-IP Leukemia -- -- -- -- -- -- -- 16,392 42,548 73,037 Total U.S. Market $0 $0 $0 $5,248 $47,234 $103,502 $213,492 $324,600 $466,236 $651,233 Europe: Cancer: HSC-IP CLL $0 $0 $168 $585 $857 $1,916 $2,959 $4,375 $5,633 $6,962 HSC-IP NHL -- -- 3,804 18,285 26,905 37,412 54,949 66,885 74,188 76,416 HSC-IP MM -- -- 1,386 5,077 8,169 12,116 16,987 17,493 18,022 18,563 HSC-IP Breast Cancer -- -- 2,532 13,039 37,607 67,785 91,191 105,669 136,047 140,130 HSC-IP AIS -- -- -- -- -- 10,681 28,751 54,392 74,699 76,940 HSC-IU-GD -- -- -- -- 773 7,152 12,281 18,554 20,845 21,470 HSC-GT -- -- -- -- -- -- 6,509 45,254 89,772 151,145 HSC-TI -- -- -- -- -- -- -- -- 4,679 20,585 HSC-IP Leukemia -- -- -- -- -- -- -- -- 28,932 55,873 Total Europe Market $0 $0 $7,890 $36,986 $74,311 $137,063 $213,627 $312,622 $452,818 $568,085 Japan: Cancer: HSC-I P CLL $0 $0 $0 $0 $75 $736 $1,234 $1,823 $2,346 $2,899 HSC-IP NUL -- -- -- -- 1,681 10,392 16,355 23,890 30,911 31,840 HSC-IP MM -- -- -- -- 306 2,244 3,612 5,358 7,509 7,732 HSC-IP Breast Cancer -- -- -- -- 346 4,114 12,666 24,172 34,678 41,215 HSC-IP AIS -- -- -- -- -- -- 1,283 10,072 18,156 26,715 HSC-I U-GD -- -- -- -- -- -- 719 3,160 5,527 8,205 HSC-GT -- -- -- -- -- -- -- 2,514 19,422 48,157 HSC-TI -- -- -- -- -- -- -- -- -- 59 HSC-IP Leukemia -- -- -- -- -- -- -- -- -- 15,521 Total Japan Market $0 $0 $0 $0 $2,408 $17,487 $35,869 $70,988 $118,548 $182,343 Total Product Revenues $0 $0 $7,890 $42,234 $123,953 $258,052 $462,988 $708,210 $1,037,603 $1,401,661
Valuation Analysis (Sensitivity Case 1) ================================================================================
Schedule of U.S. and Europe Revenues 1996 1997 1998 1999 2000 2001 U.S. and Europe ---- ---- ---- ---- ---- ---- Cancer: HSC-IP CLL $0 $0 $168 $585 $1.006 $3,388 HSC-IP NHL - - 3,804 21,142 47,085 69,164 HSC-IP MM - - 1,386 5,870 13,616 20,529 HSC-IP Breast Cancer - - 2,532 14,637 56,041 112,089 ---- ---- ----- ------ ------ ------- Total Cancer - - 7,890 42,234 117,748 205,170 HSC-IP AIS - - - - - 19,582 HSC-IU-GD - - - - 3,797 14,167 HSC-GT - - - - - 1,646 HSC-TI - - - - - - HSC-IP Leukemia - - - - - - Total U.S. and Europe $0 $0 $7,890 $42,234 121,545 240,565 Schedule of HIV Profit Distribution Eligible Patients HSC-GT HIV (Symptom/Asymtom) - US - - - - - 1,019 HSC-GT HIV (Symptom/Asymtom) - EU - - - - - - HSC-GT HIV (Symptom/Asympt) - JPN - - - - - - Market Share per Sprint's Business Plan HSC-GT HIV (Symptom/Asympt) - US 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Market Share adjusted for Product Launch Delays HSC-GT HIV (Symptom/Asympt) - US 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Revenues HSC-GT HIV (Symptom/Asympt) - US $0 $0 $0 $0 $0 $7,132 HSC-GT HIV (Symptom/Asympt) - EU - - - - - - HSC-GT HIV (Symptom/Asympt) - JPN - - - - - - Total HIV Revenues - - - - - 7,132 Cost of goods sold - - - - - 4,867 ---- ---- ----- ------ ------ ------- SG&A (per Sandoz) - - - - - 1,528 Operating profit - - - - - 737 Special advance repayment - - - - 5,238 Number of Centers Rolled Out (Sprint) - - - - - 1 Number of Centers built @ l5,000 patients/center - - - - - 1 Cost - - - - - 10,229 Profit available for distribution - - - - - - HSC-GT HIV Profit Distribution $0 $0 $0 $0 $0 $0 Schedule of US. and Europe Revenues 2002 2003 2004 2005 U.S. and Europe ---- ---- ---- ---- Cancer: HSC-IP CLL $5,422 $8,020 $10,325 $12,760 HSC-IP NHL 101,332 126,908 136,016 140,097 HSC-IP MM 29,119 32,070 33,040 34,028 HSC-IP Breast Cancer 180,596 209,266 269,428 277,512 ------- ------- ------- ------- Total Cancer 316,468 376,264 448,809 464,397 HSC-IP AIS 52,711 99,719 136,948 141,056 HSC-IU-GD 24,310 36,738 41,268 42,517 HSC-GT 33,631 108,108 204,863 373,418 HSC-TI - - 15,687 69,020 HSC-IP Leukemia - 16,392 71,480 128,911 Total U.S. and Europe 427,119 637,222 919,054 1,219,318 Schedule of HIV Profit Distribution Eligible Patients HSC-GT HIV (Symptom/Asymtom) - US 11,654 19,036 41,533 50,306 HSC-GT HIV (Symptom/Asymtom) - EU 1,489 4,984 12,592 16,920 HSC-GT HIV (Symptom/Asympt) - JPN - - - 174 Market Share per Sprint's Business Plan HSC-GT HIV (Symptom/Asympt) - US 50.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 50.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 50.0% Market Share adjusted for Product Launch Delays HSC-GT HIV (Symptom/Asympt) - US 50.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 50.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 50.0% Revenues HSC-GT HIV (Symptom/Asympt) - US $81,581 $133,255 $290,730 $352,139 HSC-GT HIV (Symptom/Asympt) - EU 10,422 34,888 88,141 118,443 HSC-GT HIV (Symptom/Asympt) - JPN - - - 1,215 Total HIV Revenues 92,002 168,143 378,871 471,797 Cost of goods sold 33,292 58,794 131,851 165,452 SG&A (per Sandoz) 4,130 19,101 57,386 76,558 ------- ------- ------- ------- Operating profit 54,581 90,248 189,635 229,787 Special advance repayment 53,834 - - - Number of Centers Rolled Out (Sprint) 1 2 1 - Number of Centers built @ l5,000 patients/center - - 1 1 Cost - - 10,229 10,229 Profit available for distribution 747 90,248 179,406 219,558 HSC-GT HIV Profit Distribution $373 $45,124 $89,703 $109,779
Valuation Analysis (Sensitivity Case 1) ================================================================================
Schedule of Other Revenues 1996 1997 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- ---- ---- Collaborations: HIV Gene Therapy $5,445 $6,197 $6,259 $6,322 $6,385 $6,449 $6,513 REVI23 TRD 4,816 8,063 8,l96 8,851 6,735 6,873 6,991 REV 123 CRD 2,616 3,818 4,089 4,828 5,158 2,675 1,714 Gene Discovery 500 2,000 2,000 2,000 1,500 -- -- Genentech TPO 96 -- -- -- -- -- -- Japan Cell Center Deal 375 1,500 1,500 1,125 -- -- -- Double Positive Selection Device -- 750 3,000 3,000 2,250 -- -- Total Collaborations $2,320 $13,848 $22,328 $25,044 $26,126 $22,028 $15,997 $15,218 Milestone Payments Gene Discovery $2,000 $500 $3,000 $2,000 $3,000 $3,000 $3,000 Japan Cell Center Deal 3,500 5,500 4,000 -- 3,500 5,000 -- Double Positive Selection Device -- 3,000 2,000 3,000 -- 4,000 -- Total Milestone Payments $5,500 $9,000 $9,000 $5,000 $6,500 $12,000 $3,000 Royalties Gene Discovery Double Positive Selection Device 25 50 100 200 Japan Product Sales HSC-IP CLL -- -- -- -- 7 74 123 HSC-IP NUL -- -- -- -- 168 1,039 1,635 HSC-IP MM -- -- -- -- 31 224 361 HSC-IP BC -- -- -- -- 35 411 1,267 HSC-IP AIS -- -- -- -- -- -- 128 HSC-IU-GD -- -- -- -- -- -- 72 HSC-GT -- -- -- -- -- -- -- HSC-TI -- -- -- -- -- -- -- HSC-IP Leukemia -- -- -- -- -- -- -- Total Royalties $0 $0 $0 $25 $291 $1,849 $3,787 Grants 145 -- -- -- -- -- -- Other 185 200 -- -- -- -- --
Schedule of Other Revenues 2003 2004 2005 ---- ---- ---- Collaborations: HIV Gene Therapy $0 $0 $0 REVI23 TRD -- -- -- REV 123 CRD 1,173 -- -- Gene Discovery -- -- -- Genentech TPO -- -- -- Japan Cell Center Deal -- -- -- Double Positive Selection Device -- -- -- Total Collaborations $1,173 $0 $0 Milestone Payments Gene Discovery $8,000 $5,000 $0 Japan Cell Center Deal -- -- -- Double Positive Selection Device -- -- -- Total Milestone Payments $8,000 $5,000 $0 Royalties Gene Discovery $1,000 $4,000 $5,000 Double Positive Selection Device 325 475 600 Japan Product Sales HSC-IP CLL 182 235 290 HSC-IP NUL 2,389 3,091 3,184 HSC-IP MM 536 751 773 HSC-IP BC 2,417 3,468 4,121 HSC-IP AIS 1,007 1,816 2,672 HSC-IU-GD 316 553 821 HSC-GT 251 1,942 4,816 HSC-TI -- -- 6 HSC-IP Leukemia -- -- 1,552 Total Royalties $8,424 $16,330 $23,834 Grants -- -- -- Other -- -- -- Valuation Analysis (Sensitivity Case 1) ================================================================================
Mfg. Costs as a % of Revenue Per Sprint's Business Plan 1996 1997 1998 1999 2000 ------ ------ ------- ------- ------- HSC-IP CLL 21.7% 21.7% 21.8% HSC-IP NHL 21.7% 21.7% 21.8% HSC-IP MM 21.7% 21.7% 21.8% HSC-IP Breast Cancer 21.7% 21.7% 21.8% HSC-IP AIS HSC-IU-GD 5.4% HSC-GT HSC-TI HSC-IP Leukemia HSC-GT HIV- Profit Dist. (Symptom/Asympt) Mfg Costs as a % of Revenue Adjusted for Product Shift HSC-IP CLL 21.7% 21.7% 21.8% HSC-IP NHL 21.7% 21.7% 21.8% HSC-IP MM 21.7% 21.7% 21.8% HSC-IP Breast Cancer 21.7% 21.7% 21.8% HSC-IP AIS 0.0% 0.0% 0.0% HSC-IU-GD 0.0% 0.0% 5.4% HSC-GT 0.0% 0.0% 0.0% HSC-TI 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% HSC-GT HIV- Profit Dist. (Symptom/Asympt) 0.0% 0.0% 0.0% Mfg. Costs in $'s Adjusted for Product Shift HSC-IP CLL $36 $127 $219 HSC-IP NHL 825 4,588 10,265 HSC-IP MM 301 1,274 2,968 HSC-IP Breast Cancer 549 3,176 12,217 HSC-IP AIS -- -- -- HSC-IU-GD -- -- 205 HSC-GT -- -- -- HSC-TI -- -- -- HSC-IP Leukemia -- -- -- Manufactuning Costs 1,712 9,165 25,874 MAbs manufacturing costs 10,704 14,200 14,177 13,318 12,428 Page Mill Cell Center 2,010 3,030 3,030 2,830 2,210 Lyon Cell Center 2,689 3,019 3,099 3,099 3,049 Total Manufacturing Costs $0 $15,403 $20,249 $22,018 $28,412 $43,561 Mfg. Costs as a % of Revenue Per Sprint's Business Plan 2001 2002 2003 2004 2005 ------- -------- -------- -------- -------- HSC-IP CLL 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP NUL 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP MM 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP Breast Cancer 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP AIS 21.8% 21.8% 21.8% 21.8% 21.8% HSC-I U-GD 5.4% 5.4% 5.5% 5.4% 5.5% HSC-GT 24.1% 24.1% 24.1% 24.1% 24.1% HSC-TI 16.3% 16.4% HSC-IP Leukemia 16.6% 16.6% 16.6% HSC-GT HIV- Profit Dist. (Symptom/Asympt) 24.3% 24.3% 24.3% 24.3% 24.3% Mfg Costs as a % of Revenue Adjusted for Product Shift HSC-IP CLL 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP NHL 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP MM 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP Breast Cancer 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IP AIS 21.8% 21.8% 21.8% 21.8% 21.8% HSC-IU-GD 5.4% 5.4% 5.5% 5.4% 5.5% HSC-GT 24.1% 24.1% 24.1% 24.1% 24.1% HSC-TI 0.0% 0.0% 0.0% 16.3% 16.4% HSC-IP Leukemia 0.0% 0.0% 16.6% 16.6% 16.6% HSC-GT HIV- Profit Dist. (Symptom/Asympt) 24.3% 24.3% 24.3% 24.3% 24.3% Mfg. Costs in $'s Adjusted for Product Shift HSC-IP CLL $739 $1,182 $1,748 $2,251 $2,782 HSC-IP NHL 15,078 22,090 27,666 29,652 30,541 HSC-IP MM 4,475 6,348 6,991 7,203 7,418 HSC-IP Breast Cancer 24,435 39,370 45,620 58,735 60,498 HSC-IP AIS 4,269 11,491 21,739 29,855 30,750 HSC-IU-GD 765 1,325 2,003 2,249 2,317 HSC-GT 396 8,090 26,005 49,280 89,826 HSC-TI -- -- -- 2,557 11,285 HSC-IP Leukemia -- -- 2,721 11,866 21,399 Manufacturing Costs 50,157 89,896 134,493 193,646 256,816 MAbs manufacturing costs 12,208 12,208 12,208 12,208 12,208 Page Mill Cell Center 2,050 2.091 2,133 2,175 2,219 Lyon Cell Center 2,789 2,845 2,902 2,960 3,019 Total Manufacturing Costs $67,204 $107,040 $151,736 $210,989 $274,262
Valuation Analysis (Sensitivity Case 1) ================================================================================
1995 1996 1997 1998 1999 2000 ------- ------- ------- ------- ------- ------- Schedule of Research & Development Internal research programs $8,604 $8,690 $8,777 $9,040 $9,312 Internal development programs 12,761 14,113 14,745 15,187 15,643 Internal clinical program 4,070 5,586 11,836 12,191 12,557 HIV Gene Rx Research program 6,136 6,197 6,259 6,447 6,640 REV 123 development program 4,807 8,063 8,196 8,442 8,695 REV 123 clinical program 2,616 3,818 4,089 4,212 4,338 Technology acquisitions 990 1,500 1,500 1,545 1,591 Total Research & Development $46,733 $39,984 $47,967 $55,402 $57,064 $58,776 Schedule of SG&A G&A $5,010 $5,160 $5,315 $5,475 $5,639 US business development 1,341 1,908 1,965 2,024 2,085 EU business development 384 509 524 540 556 US marketing / sales -- -- 1,211 1,505 2,015 EU marketing / sales -- -- 550 748 1,089 Total SG&A $8,110 $6,735 $7,577 $9,566 $10,292 $11,384 Total Operating Expenses 54,843 62,122 75,793 86,986 95,768 113,721 EBIT ($51,227) ($42,444) ($44,265) ($45,052) ($22,382) $36,643 Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year ($120,000) ($162,444) ($206,709) ($251,761) ($274,144) NOL, utilization (42,444) (44,265) (45,052) (22,382) 36,643 NOL, end of year (162,444) (206,709) (251,761) (274,144) (237,501) Income taxes $0 $0 $0 $0 $0 $0 2001 2002 2003 2004 2005 Schedule of Research & Development ------- ------- -------- -------- -------- Internal research programs Internal development programs Internal clinical program HIV Gene Rx Research program REV 123 development program REV 123 clinical program Technology acquisitions Total Research & Development $40,562 $67,425 $104,991 $154,513 $202,940 Schedule of SG&A G&A US business development EU business development US marketing/ sales EU marketing I sales Total SG&A $13,521 $22,475 $34,997 $51,504 $67,647 Total Operating Expenses 121,286 196,939 291,725 417,007 544,848 EBIT $149,125 $252,558 $408,218 $613,080 $808,084 Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year ($237,501) ($88,376) $0 $0 $0 NOL, utilization 149,125 88,376 -- -- -- NOL, end of year (88,376) -- -- -- -- Income taxes $0 $67,315 $167,369 $251,363 $331,314
Valuation Analysis (Sensitivity Case 1) ================================================================================
Schedule of Capital Expenditures Cost 1996 1997 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- ---- ---- ---- Number of Facilities Convertible HSCS - equipment 5,191 0 1 1 0 0 0 0 Convertible HSCS - Improvements 4,200 0 1 1 0 0 0 0 Equipment on lease 10,772 0 0 0 1 0 0 0 DPSD - equipment 3,992 0 0 0 0 2 1 2 DPSD - Improvements 4,200 0 0 0 0 2 1 2 Conversion - equipment 1,536 0 0 0 0 0 2 0 Conversion - improvements 250 0 0 0 0 0 2 0 HIV - equipment 4,529 0 0 0 0 0 0 0 HIV - improvements 5,700 0 0 0 0 0 0 0 Capital expenditures Beginning equipment/building imp. $60,776 $63,551 $77,739 $92,670 $109,148 $131,410 $147,230 R&D related equipment 2,775 4,797 5,540 5,706 5,878 4,056 6,742 Convertible HSCS - equipment -- 5,191 5,191 -- -- -- -- Convertible HSCS - Improvements -- 4,200 4,200 -- -- -- -- Equipment on lease -- -- -- 10,772 -- -- -- DPSD - equipment -- -- -- -- 7,984 3,992 7,984 DPSD - Improvements -- -- -- -- 8,400 4,200 8,400 Conversion - equipment -- -- -- -- -- 3,072 -- Conversion - improvements -- -- -- -- -- 500 -- HIV - equipment -- -- -- -- -- -- -- HIV - improvements -- -- -- -- -- -- -- Total capital expenditures 4,259 2,775 14,188 14,931 16,478 22,262 15,820 23,126 Ending Equipment/Building Imp. $63,551 $77,739 $92,670 $109,148 $131,410 $147,230 $170,357 Depreciation and amortization Equipment R&D related equipment $2,775 $4,797 $5,540 $5,706 $5,878 $4,056 $6,742 Convertible UCSC - equipment -- 5,191 5,191 -- -- -- -- DPSD - equipment -- -- -- -- 7,984 3,992 7,984 Conversion - equipment -- -- -- -- -- 3,072 -- HIV - equipment -- -- -- -- -- -- -- Total $2,775 $9,988 $10,731 $5,706 $13,862 $11,120 $14,726 Improvements Convertible HSCS - Improvements $0 $4,200 $4,200 $0 $0 $0 $0 DPSD - Improvements -- -- -- -- 8,400 4,200 8,400 Conversion - improvements -- -- -- -- -- 500 HIV - improvements -- -- -- -- -- -- -- Total Improvements $0 $4,200 $4,200 $0 $8,400 $4,700 $8,400
Schedule of Capital Expenditures 2003 2004 2005 ---- ---- ---- Number of Facilities Convertible HSCS - equipment 0 0 0 Convertible HSCS - Improvements 0 0 0 Equipment on lease 0 0 0 DPSD - equipment 2 1 0 DPSD - Improvements 2 1 0 Conversion - equipment 0 0 0 Conversion - improvements 0 0 0 HIV - equipment 0 0 0 HIV - improvements 0 0 0 Capital expenditures Beginning equipment/building imp. $170,357 $197,240 $220,883 R&D related equipment 10,499 15,451 20,294 Convertible HSCS - equipment -- -- -- Convertible HSCS - Improvements -- -- -- Equipment on lease -- -- -- DPSD - equipment 7,984 3,992 -- DPSD - Improvements 8,400 4,200 -- Conversion - equipment -- -- -- Conversion - improvements -- -- -- HIV - equipment -- -- -- HIV - improvements -- -- -- Total capital expenditures 26,883 23,643 20,294 Ending Equipment/Building Imp. $197,240 $220,883 $241,177 Depreciation and amortization Equipment R&D related equipment $10,499 $15,451 $20,294 Convertible UCSC - equipment -- -- -- DPSD - equipment 7,984 3,992 -- Conversion - equipment -- -- -- HIV - equipment -- -- -- Total $18,483 $19,443 $20,294 Improvements Convertible HSCS - Improvements $0 $0 $0 DPSD - Improvements 8,400 4,200 Conversion - improvements HIV - improvements -- -- -- Total Improvements $8,400 $4,200 $0 Valuation Analysis (Sensitivity Case 1) ================================================================================
Schedule of Capital Expenditures and Depreciation 1996 1997 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- ---- ---- Depreciation Equipment - 1996 $555 $555 $555 $555 $555 Equipment - 1997 1,998 1,998 1,998 1,998 1,998 Equipment - 1998 2,146 2,146 2,146 2,146 2,146 Equipment - 1999 1,141 1,141 1,141 1,141 Equipment - 2000 2,772 2,772 2,772 Equipment - 2001 2,224 2,224 Equipment - 2002 2,945 2,945 Equipment - 2003 3,697 Equipment - 2004 Equipment - 2005 Total Depreciation - Equipment $555 $2,553 $4,699 $5,840 $8,612 $10,281 $11,229 Improvements - existing assets $9,454 9,585 9,085 6,085 4,586 4,140 5,138 Improvements - 1996 Improvements - 1997 140 140 140 140 140 140 Improvements - 1998 140 140 140 140 140 Improvements - 1999 -- -- -- -- Improvements - 2000 280 280 280 Improvements - 2001 157 157 Improvements - 2002 280 Improvements - 2003 Improvements - 2004 Improvements - 2005 Total Depreciation - Improvements $9,454 $9,725 $9,365 $6,365 $5,146 $4,857 $6,134 Total Depreciation $9,472 $10,009 $12,278 $14,064 $12,205 $13,758 $15,139 $17,364
Schedule of Capital Expenditures and Depreciation 2003 2004 2005 ---- ---- ---- Depreciation Equipment - 1996 Equipment - 1997 Equipment - 1998 Equipment - 1999 1,141 Equipment - 2000 2,772 2,772 Equipment - 2001 2,224 2,224 2,224 Equipment - 2002 2,945 2,945 2,945 Equipment - 2003 3,697 3,697 3,697 Equipment - 2004 3,889 3,889 Equipment - 2005 4,059 Total Depreciation - Equipment $12,780 $15,527 $16,813 Improvements - existing assets 6,284 6,425 8,197 Improvements - 1996 -- 0 Improvements - 1997 140 140 140 Improvements - 1998 140 140 140 Improvements - 1999 -- -- -- Improvements - 2000 280 280 280 Improvements - 2001 157 157 157 Improvements - 2002 280 280 280 Improvements - 2003 280 280 280 Improvements - 2004 140 140 Improvements - 2005 -- Total Depreciation - Improvements $7,561 $7,842 $9,614 Total Depreciation $20,340 $23,369 $26,427 Valuation Analysis (Sensitivity Case 1) ================================================================================
Depreciation - HIV Centers Cost 1996 1997 1998 1999 2000 2001 2002 2003 ---- ---- ---- ---- ---- ---- ---- ---- ---- Schedule of Capital Expenditures - HIV HIV - equipment 4,529 0 0 0 0 0 1 0 0 HIV - improvements 5,700 0 0 0 0 0 1 0 0 HIV - equipment $0 $0 $0 $0 $4,529 $0 $0 $4,529 HIV - improvements -- -- -- -- 5,700 -- -- 5,700 Schedule of Depreciation - HIV Depreciation Equipment - 1996 $0.0 $0.0 $0.0 $0.0 $0.0 Equipment - 1997 -- -- -- -- -- Equipment - 1998 -- -- -- -- -- Equipment - 1999 -- -- -- -- -- Equipment - 2000 906 906 906 906 Equipment - 2001 -- -- -- Equipment - 2002 -- -- Equipment - 2003 906 Equipment - 2004 Equipment - 2005 Total Depreciation - HIV Equipment $0 $0 $0 $0 $906 $906 $906 $1,812 Improvements - 1996 $0 $0 $0 $0 $0 $0 $0 $0 Improvements - 1997 -- -- -- -- -- -- -- improvements - 1998 -- -- -- -- -- Improvements - 1999 -- -- -- -- -- Improvements - 2000 190 190 190 190 Improvements - 2001 -- -- -- Improvements - 2002 -- -- Improvements - 2003 190 Improvements - 2004 Improvements - 2005 Total Depreciation - HIV Improvements $0 $0 $0 $0 $190 $190 $190 $380 Total Depreciation - HIV -- -- -- -- 1,096 1,096 1,096 2,192 Depreciation - Sprint (50O/o) $0 $0 $0 $0 $548 $548 $548 $1,096
Depreciation - HIV Centers 2004 2005 ---- ---- Schedule of Capital Expenditures - HIV HIV - equipment 1 1 HIV - improvements 1 1 HIV - equipment $4,529 $0 HIV - improvements 5,700 -- Schedule of Depreciation - HIV Depreciation Equipment - 1996 Equipment - 1997 Equipment - 1998 Equipment - 1999 Equipment - 2000 906 -- Equipment - 2001 -- Equipment - 2002 -- -- Equipment - 2003 906 906 Equipment - 2004 906 906 Equipment - 2005 -- Total Depreciation - HIV Equipment $2,717 $1,812 Improvements - 1996 $0 $0 Improvements - 1997 -- -- improvements - 1998 -- -- Improvements - 1999 -- -- Improvements - 2000 190 190 Improvements - 2001 -- -- Improvements - 2002 -- -- Improvements - 2003 190 190 Improvements - 2004 190 190 Improvements - 2005 -- Total Depreciation - HIV Improvements $570 $570 Total Depreciation - HIV 3,287 2,382 Depreciation - Sprint (50O/o) $1,644 $1,191 Valuation Analysis (Sensitivity Case 1) ================================================================================
Schedule of Working Capital 1995 1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- ---- Current assets A/R $256 $200 $200 $631 $3,381 $9.747 $19,393 Other current assets 1,336 700 700 700 700 700 700 ------ ------ ------ ------ ------ ------ ------ Total current assets 1,592 900 900 1,331 4,081 10,447 20,093 Current liabilities A/P and accruals 6,681 6,559 7,579 8,699 9,577 11,372 12,129 Current portion of accrued rent 69 -- -- -- 827 827 827 Noncurrent portion of accrued rent 4,565 4.723 4,841 4.959 4,132 3,305 2,478 Deferred revenue 3,097 2,958 2,233 2,504 2,613 2,203 1,600 ------ ------ ------ ------ ------ ------ ------ Total current liabilities 14,412 14,240 14,653 16,162 17,148 17,707 17,033 Net working capital (12,820) (13,340) (13,753) (14,831) (13,068) (7,260) 3,060 Net Investment in Working Capital $0 520 413 1,078 (1,763) (5,808) (10,320) Schedule of Common Stock Beginning common stock $246,679 $246,679 $246,679 $270,179 $317,179 $317,179 $317,179 Shares issued -- -- 1,471 1,786 -- -- -- Price -- -- 17 28 -- -- -- Discount 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% Net proceeds -- -- 23,500 47,000 -- -- -- Ending common stock $246,679 $246,679 $270,179 $317,179 $317,179 $317,179 $317,179 Schedule of Shares Outstanding Beginning shares outstanding -- 14,470 14,470 15,940 17,726 17,726 17,726 Shares issued -- -- 1,471 1,786 -- -- -- Ending shares outstanding 14,028 14,470 15,940 17,726 17,726 17,726 17,726 Schedule of Working Capital 2002 2003 2004 2005 ---- ---- ---- ---- Current assets A/R $34,502 $55,262 $82,007 $108,235 Other current assets 700 700 700 700 ------ ------ ------ ------ Total current assets 35,202 55,962 82,707 108,935 Current liabilities A/P and accruals 19,694 29,172 41,701 54,485 Current portion of accrued rent 827 827 824 -- Noncurrent portion of accrued rent 1,651 824 -- -- Deferred revenue 1,522 117 -- -- ------ ------ ------ ------ Total current liabilities 23,694 30,941 42,525 54,485 Net working capital 11,509 25,021 40,182 54,450 Net Investment in Working Capital (8,449) (13,512) (15,162) (14,267) Schedule of Common Stock Beginning common stock $317,179 $317,179 $317,179 $317,179 Shares issued -- -- -- -- Price -- -- -- -- Discount 6.0% 6.0% 6.0% 6.0% Net proceeds -- -- -- -- Ending common stock $317,179 $317,179 $317,179 $317,179 Schedule of Shares Outstanding Beginning shares outstanding 17,726 17,726 17,726 17,726 Shares issued -- -- -- -- Ending shares outstanding 17,726 17,726 17,726 17,726
Sprint Discounted Cash Flow Analysis ================================================================================ Discounted Cash Flow Analysis Terminal Year: 2005 (EBIT) (Sensitivity Case 2)
Discount rate 35.0% 40.0% 45.0% 50.0% ------------------------ ------------------------- ------------------------- ----------------------- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- EBIT multiple 11.0x 13.0x 15.0x l11.0x 13.0x 15.0x 11.0x 13.0x 15.0x 11.0x 13.0x 15.0x ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- Cash flows, 1997 to 2005 (13.0) (13.0) (13.0) (24.1) (24.1) (24.1) (31.4) (31.4) (31.4) (36.0) (36.0) (36.0) Terminal value, 2005 307.4 363.3 419.2 221.6 261.9 302.2 161.6 191.0 220.4 119.1 140.8 162.4 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- Enterprise Value 294.5 350.4 406.2 197.5 237.8 278.1 130.2 159.6 189.0 83.1 104.7 126.4 Plus:Option proceeds 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 28.4 Plus: Cash and investments 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 25.0 Plus Residual NOL - - - - - - - - - - - - Less: Total debt (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) (6.0) Equity Value 341.9 397.7 453.6 244.9 285.2 325.5 177.6 207.0 236.4 130.5 152.1 173.8 Fully-diluted shares outstanding 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 16.2 Equity Value Per Share $21.11 $24.56 $28.01 $15.13 $17.61 $20.10 $10.97 $12.78 $14.60 $8.06 $9.39 $10.73 ------------------------ ------------------------- ------------------------- -----------------------
Valuation Analysis (Sensitivity Case 2) ================================================================================
1996 1997 1998 1999 2000 2001 2002 2003 ---- ---- ---- ---- ---- ---- ---- ---- REVENUES Cancer: HSC-IP CLL $ 0.0 $ 0.0 $ 0.0 $ 0.2 $ 0.7 $ 1.8 $ 4.6 $ 6.5 HSC-IP NHL -- -- -- 6.0 22.1 49.5 75.0 103.5 HSC-IP MM -- -- -- 1.7 6.6 14.7 21.6 26.2 HSC-IP Breast Cancer -- -- -- 2.9 18.5 58.9 131.9 183.1 HSC-IP AIS -- -- -- -- -- -- 28.2 77.6 HSC-IU-GD -- -- -- -- -- 6.4 17.8 27.1 HSC-GT -- -- -- -- -- -- 2.8 47.5 HSC-TI -- -- -- -- -- -- -- -- HSC-IP Leukemia -- -- -- -- -- -- -- -- HSC - GT HIV Profit Distributi -- -- -- -- -- -- -- 45.1 Total Product Revenues -- -- -- 10.7 48.0 131.3 282.0 516.7 % growth 0% 0% 0% 0% 347% 174% 115% 83% Collaborative research 13.8 22.3 25.0 26.1 22.0 16.0 15.2 1.2 Milestone payments 5.5 9.0 9.0 5.0 6.5 12.0 3.0 8.0 Grants 0.1 -- -- -- -- -- -- -- Royalties -- -- -- 0.0 0.1 0.4 2.3 5.8 Other 0.2 0.2 -- -- -- -- -- -- Total Revenues 19.7 31.5 34.0 41.9 76.6 159.7 302.5 531.7 % growth 0% 60% 8% 23% 83% 109% 89% 76% OPERATING EXPENSES Manufacturing 15.4 20.2 8.6 21.4 45.4 60.1 119.2 165.0 % revenues 78% 64% 25% 51% 59% 38% 39% 31% Research & development 40.0 48.0 55.4 57.1 58.8 24.0 45.4 79.8 % revenues 203% 152% 163% 136% 77% 15% 15% 15% Selling, general & 6.7 7.6 9.6 10.3 11.5 24.0 45.4 79.8 administrative % revenues 34% 24% 28% 25% 15% 15% 15% 15% Total Expenses 62.1 75.8 73.6 88.7 115.7 108.0 209.9 324.5 % revenues 316% 240% 216% 212% 151% 68% 69% 61% EBIT (42.4) (44.3) (39.6) (46.8) (39.1) 51.7 92.6 207.2 % revenues -216% -140% -116% -112% -51% 32% 31% 39% Other income -- -- -- -- -- -- -- -- Depreciation and amortization 10.0 12.3 14.1 12.2 13.8 15.4 17.1 20.2 % capital expenditures 0.4% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% EBITDA (32.4) (32.0) (25.5) (34.6) (25.4) 67,1 109.7 227.4 % revenues -165% -101% -75% -83% -33% 42% 36% 43% Taxes -- -- -- -- -- -- -- 7.9 % EBIT 0% 0% 0% 0% 0% 0% 0% 4% Net income (42.4) (44.3) (39.6) (46.8) (39.1) 51.7 92.6 199.3 % revenues -216% -140% -116% -112% -51% 32% 31% 37% Shares outstanding 14.5 15.9 17.7 17.7 17.7 17.7 17.7 17.7 EPS ($ 2.93) ($ 2.78) ($ 2.23) ($ 2.64) ($ 2.21) $ 2.92 $ 5.22 $ 11.24 % growth NM NM NM NM NM NM 79% 115%
2004 2005 ---- ---- REVENUES Cancer: HSC-IP CLL $ 9.0 $ 11.2 HSC-IP NUL 119.0 122.6 HSC-IP MM 28.9 29.8 HSC-IP Breast Cancer 235.7 242.8 HSC-IP AIS 123.3 141.1 HSC-IU-GD 30.7 34.5 HSC-GT 128.0 248.9 HSC-TI -- 18.4 HSC-IP Leukemia 24.8 80.5 HSC - GT HIV Profit Distributi 89.7 109.4 Total Product Revenues 789.3 1,039.2 % growth 53% 32% Collaborative research -- -- Milestone payments 5.0 -- Grants -- -- Royalties 13.0 18.6 Other -- -- Total Revenues 807.3 1,057.8 % growth 52% 31% OPERATING EXPENSES Manufacturing 244.3 324.2 % revenues 30% 31% Research & development 121.1 158.7 % revenues 15% 15% Selling, general & 121.1 158.7 administrative % revenues 15% 15% Total Expenses 486.5 641.6 % revenues 60% 61% EBIT 320.7 416.2 % revenues 40% 39% Other income -- -- Depreciation and amortization 23.1 25.2 % capital expenditures 0.1% 0.2% EBITDA 343.8 441.5 % revenues 43% 42% Taxes 131.5 170.7 % EBIT 41% 41% Net income 189.2 245.6 % revenues 23% 23% Shares outstanding 17.7 17.7 EPS $ 10.68 $ 13.85 % growth -5% 30% Valuation Analysis (Sensitivity Case 2) ================================================================================
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 -------- -------- -------- ------- ------- ------- -------- ------- ------- -------- EBIT (42.4) (44.3) (39.6) (46.8) (39.1) 51.7 92.6 207.2 320.7 416.2 % of revenues -216% -140% -116% -l12% -51% 32% 31% 39% 40% 39% % growth NM NM NM NM NM NM 79% 124% 55% 30% Taxes -- -- -- -- -- -- -- 7.9 131.5 170.7 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ % EBIT 0% 0% 0% 0% 0% 0% 0% 4% 41% 41% EBIT, after tax (42.4) (44.3) (39.6) (46.8) (39.1) 51.7 92.6 199.3 189.2 245.6 Depreciation 10.0 12.3 14.1 12.2 13.8 15.4 17.1 20.2 23.1 25.2 % capital expenditures 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Other non-cash charges (HIV d -- -- -- -- -- 0.5 0.5 1.1 1.6 1.6 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Operating cash flow (32.4) (32.0) (25.5) (34.6) (25.4) 67.6 110.2 220.6 213.9 272.5 % revenues -165% -101% -75% -83% -33% 42% 36% 41% 27% 26% Investment in working capital 0.5 0.4 1.5 (0.4) (3.3) (10.3) (7.1) (12.6) (12.8) (11.4) %Change in revenues NM 3% 61% -5% -9% -12% -5% -6% -5% -5% Capital expenditures (2.8) (14.2) (14.9) (16.5) (22.3) (14.2) (20.9) (24.4) (20.3) (15.9) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ % revenues 14% 45% 44% 39% 29% 9% 7% 5% 3% 2% Unlevered Free Cash Flows (34.7) (45.8) (38.9) (51.5) (50.9) 43.2 82.2 183.6 180.8 245.2 ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== %revenues -176% -145% -114% -123% -66% 27% 27% 35% 22% 23% % growth NM NM NM NM NM NM NM NM NM NM Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year ($ 120) ($ 162) ($ 207) ($ 246) ($ 293) ($ 332) ($ 280) ($ 188) $ 0 $ 0 NOL utilization (42) (44) (40) (47) (39) 52 93 188 -- -- NOL, end of year (162) (207) (246) (293) (332) (280) (188) -- -- -- Income taxes $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 8 $ 132 $ 171
Valuation Analysis (Sensitivity Case 2) ================================================================================
Consolidated Balance Sheet 1995 1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- ---- ASSETS Cash and cash equivalents $67.5 $31.0 $6.8 $1.1 ($41.3) ($74.8) ($1.3) Accounts receivable 0.3 0.2 0.2 0.9 3.8 10.5 Other current assets 1.3 0.7 0.7 0.7 0.7 0.7 0.7 Total Current Assets 69.1 31.9 7.7 1.8 (39.7) (70.2) 9.9 Equipment/building improvements 60.8 63.6 77.7 92.7 109.1 13l.4 145.6 Equipment under capital lease 10.8 10.8 10.8 10.8 -- -- -- 71.5 74.3 88.5 103.4 109.1 131.4 145.6 Accumulated depreciation (21.0) (31.0) (43.3) (57.3) (69.6) (83.3) (98.1) Net property and equipment 50.6 43.3 45.2 46.1 39.6 48.1 47.5 Other assets 0.5 0.6 0.6 0.6 0.6 0.6 0.6 Total Assets $120.2 $75.8 $53.5 $48.4 $0.4 ($21.6) $58.0 LIABILITIES AND EQUITY Accounts payable and accrueds 6.7 6.6 7.6 8.5 8.9 9.8 7.7 Current portion of deferred rent 0.1 -- -- -- -- -- -- Short-term capital leases 1.8 2.0 2.1 1.4 -- -- -- Deferred revenue 3.1 3.0 2.2 2.5 2.6 2.2 1.6 Total Current Liabilities 11.7 11.5 11.9 12.4 12.3 12.9 10.1 Long-term capital leases 5.5 3.5 1.4 -- -- -- -- Accrued rent, less current portion 4.5 4.7 4.8 5.0 4.1 3.3 2.5 Common stock 246.7 246.7 270.2 317.2 317.2 317.2 317.2 Retained earnings (deficit) - Beginning (100.1) (148.2) (190.7) (234.9) (286.1) (333.2) (354.9) Net income (loss) (48.1) (42.4) (44.3) (51.2) (47.0) (21.7) 83.1 Retained earnings (deficit) - ending (148.2) (190.7) (234.9) (286.1) (333.2) (354.9) (271.8) Total Equity 98.5 56.0 35.3 31.0 (16.0) (37.7) 45.4 Total Liabilities and Equity $120.2 $75.8 $53.5 $48.4 $0.4 ($21.6) $58.0 Consolidated Balance Sheet 2002 2003 2004 2005 ---- ---- ---- ---- ASSETS Cash and cash equivalents $153.4 $349.3 $620.5 $989.3 Accounts receivable 22.7 41.8 64.2 84.6 Other current assets 0.7 0.7 0.7 0.7 Total Current Assets 176.9 391.8 685.3 1,074.6 Equipment/building improvements 166.5 190.8 211.1 227.0 Equipment under capital lease 166.5 190.8 211.1 227.0 Accumulated depreciation (114.7) (133.8) (155.2) (178.8) Net property and equipment 51.8 57.1 56.0 48.2 Other assets 0.6 0.6 0.6 0.6 Total Assets $229.2 $449.5 $741.9 $1,123.4 LIABILITIES AND EQUITY Accounts payable and accrueds 13.6 22.3 32.8 42.6 Current portion of deferred rent -- -- -- -- Short-term capital leases -- -- -- -- Deferred revenue 1.5 0.1 -- -- Total Current Liabilities 16.0 23.2 33.6 42.6 Long-term capital leases -- -- -- -- Accrued rent, less current portion 1.7 0.8 -- -- Common stock 317.2 317.2 317.2 317.2 Retained earnings (deficit) - Beginning (271.8) (105.6) 108.2 391.1 Net income (loss) 166.2 213.8 282.8 372.5 Retained earnings (deficit) - ending (105.6) 108.2 391.1 763.6 Total Equity 211.6 425.4 708.3 1,080.7 Total Liabilities and Equity $229.2 $449.5 $741.9 $1,123.4
Valuation Analysis (Sensitivity Case 2) ================================================================================
Market Analysis 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Schedule of Eligible Patients U.S. Market Cancer: HSC-IP CLL 9 27 47 67 99 204 316 434 559 690 HSC-IP NHL 1,245 1,453 1,761 3,175 4,204 5,292 6,442 7,146 7,361 7,581 HSC-IP MM 282 415 642 881 1,135 1,402 1,685 1,735 1,788 1,841 HSC-IP Breast Cancer 3,250 5,021 8,275 10,653 15,362 18,460 24,835 28,777 37,050 38,162 HSC-IP AIS -- -- -- -- 878 4,521 6,520 9,593 11,857 12,213 HSC-IU-GD -- -- -- -- 146 302 465 640 658 679 HSC-GT -- -- -- -- 1,522 3,919 8,072 12,471 17,127 26,461 HSC-TI -- -- -- -- -- -- -- 4,575 6,290 9,226 HSC-IP Leukemia 799 824 1,061 1,238 1,500 2,318 3,979 5,123 8,864 11,412 Europe: Cancer: HSC-IP CLL 11 33 56 81 119 246 379 521 671 829 HSC-IP NHL 996 1,539 2,113 3,809 4,484 5,196 6,542 7,963 8,832 9,097 HSC-IP MM 242 498 770 1,058 1,362 1,683 2,022 2,083 2,146 2,210 HSC-IP Breast Cancer 3,315 5,121 8,440 10,866 15,670 18,829 25,331 29,352 37,791 38,925 HSC-IP AIS -- -- -- -- 1,053 5,425 7,823 11,512 14,228 14,655 HSC-IU-GD -- -- -- -- 150 307 475 653 672 692 HSC-GT -- -- -- -- -- 1,881 3,875 8,979 13,359 17,994 HSC-TI -- -- -- -- -- -- -- 1,944 2,674 3,921 HSC-IP Leukemia 816 840 1,082 1,263 1,530 2,364 4,058 5,225 9,041 11,640 Japan: Cancer: HSC-IP CLL 4 13 23 34 50 102 158 217 279 345 HSC-IP NHL 291 641 881 1,587 1,868 2,165 2,726 3,318 3,680 3,791 HSC-IP MM 20 52 107 221 340 468 602 744 894 921 HSC-IP Breast Cancer 162 502 1,035 1,492 2,304 3,429 5,277 6,714 9,633 11,449 HSC-IP AIS -- -- -- -- -- -- 466 2,398 3,458 5,089 HSC-IU-GD -- -- -- -- -- -- 70 136 214 289 HSC-GT -- -- -- -- -- -- 727 1,497 3,854 5,733 HSC-TI -- -- -- -- -- -- -- -- 28 34 HSC-IP Leukemia 340 350 451 526 638 985 1,691 2,177 3,767 4,850
Valuation Analysis (Sensitivity Case 2) ================================================================================ Market Share per Sprint's Business Plan
1995 1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% HSC-IP NHL 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Europe: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 50.0% 60.0% 60.0% 65.0% HSC-IP NHL 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% HSC-IP MM 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% 60.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% 30.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 25.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% 45.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Japan: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% 60.0% HSC-IP NHL 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 115.0% 215.0% 515.0% 695.0%
2002 2003 2004 2005 ---- ---- ---- ---- Cancer: HSC-IP CLL 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 60.0% 70.0% 70.0% 70.0% HSC-IP MM 60.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 50.0% 55.0% 60.0% 60.0% HSC-GT 20.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 20.0% 30.0% 40.0% Europe: Cancer: HSC-IP CLL 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 70.0% 70.0% 70.0% 70.0% HSC-IP MM 70.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 35.0% 45.0% 50.0% 50.0% HSC-IU-GD 50.0% 55.0% 60.0% 60.0% HSC-GT 10.0% 30.0% 40.0% 50.0% HSC-TI 0.0% 0.0% 20.0% 30.0% HSC-IP Leukemia 0.0% 0.0% 20.0% 30.0% Japan: Cancer: HSC-IP CLL 65.0% 70.0% 70.0% 70.0% HSC-IP NHL 50.0% 60.0% 70.0% 70.0% HSC-IP MM 50.0% 60.0% 70.0% 70.0% HSC-IP Breast Cancer 20.0% 30.0% 30.0% 30.0% HSC-IP AIS 35.0% 40.0% 50.0% 50.0% HSC-IU-GD 40.0% 45.0% 50.0% 55.0% HSC-GT 0.0% 10.0% 30.0% 50.0% HSC-TI 0.0% 0.0% 0.0% 20.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 20.0% 910.0% 1075.0% 1240.0% 1365.0% Valuation Analysis (Sensitivity Case 2) ================================================================================
0.0% 115.0% 215.0% 515.0% Market Share Adjusted for Product Delay Product Delays (in Years) 1996 1997 1998 1999 2000 2001 ---------- ---- ---- ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL 2 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% HSC-IP NHL 2 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% HSC-IP MM 2 0.0% 0.0% 0.0% 0.0% 30.0% 40.0% HSC-IP Breast Cancer 2 0.0% 0.0% 0.0% 0.0% 5.0% 10.0% HSC-IP AIS 2 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IU-GD 2 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% HSC-GT 2 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-TI 2 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 2 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Europe: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 50.0% 60.0% 60.0% HSC-IP NHL 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% HSC-IP MM 0.0% 0.0% 0.0% 30.0% 40.0% 50.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 5.0% 10.0% 20.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 40.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Japan: Cancer: HSC-IP CLL 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% HSC-IP NHL 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% HSC-IP MM 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% HSC-IP Breast Cancer 0.0% 0.0% 0.0% 0.0% 0.0% 5.0% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IU-GD 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-GT 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-TI 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
695.0% 910.0% 1075.0% 1240.0% Market Share Adjusted for Product Delays 2002 2003 2004 2005 ---- ---- ---- ---- U.S. Market Cancer: HSC-IP CLL 60.0% 65.0% 70.0% 70.0% HSC-IP NHL 50.0% 60.0% 70.0% 70.0% HSC-IP MM 50.0% 60.0% 70.0% 70.0% HSC-IP Breast Cancer 20.0% 30.0% 30.0% 30.0% HSC-IP AIS 25.0% 35.0% 45.0% 50.0% HSC-IU-GD 45.0% 50.0% 55.0% 60.0% HSC-GT 10.0% 20.0% 30.0% 40.0% HSC-TI 0.0% 0.0% 0.0% 20.0% HSC-IP Leukemia 0.0% 0.0% 20.0% 30.0% Europe: Cancer: HSC-IP CLL 65.0% 65.0% 70.0% 70.0% HSC-IP NHL 60.0% 70.0% 70.0% 70.0% HSC-IP MM 60.0% 70.0% 70.0% 70.0% HSC-IP Breast Cancer 30.0% 30.0% 30.0% 30.0% HSC-IP AIS 25.0% 35.0% 45.0% 50.0% HSC-IU-GD 45.0% 50.0% 55.0% 60.0% HSC-GT 0.0% 10.0% 30.0% 40.0% HSC-TI 0.0% 0.0% 0.0% 20.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 20.0% Japan: Cancer: HSC-IP CLL 60.0% 65.0% 70.0% 70.0% HSC-IP NHL 40.0% 50.0% 60.0% 70.0% HSC-IP MM 40.0% 50.0% 60.0% 70.0% HSC-IP Breast Cancer 10.0% 20.0% 30.0% 30.0% HSC-IP AIS 0.0% 35.0% 40.0% 50.0% HSC-IU-GD 0.0% 40.0% 45.0% 50.0% HSC-GT 0.0% 0.0% 10.0% 30.0% HSC-TI 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% Valuation Analysis (Sensitivity Case 2) ================================================================================
1996 1997 1998 1999 2000 2001 2002 2003 ---- ---- ---- ---- ---- ---- ---- ---- Schedule of Revenues U.S. Market Cancer: HSC-IP CLL $0 $0 $0 $0 $0 $268 $1,989 $2,962 HSC-IP NHL - - - - 3,311 22,226 33,821 45,017 HSC-IP MM - - - - 894 5,889 8,846 10.932 HSC-IP Breast Cancer - - - - 2,016 19,383 52,153 90,648 HSC-IP AIS - - - - - - 12,835 35,254 HSC-IU-GD - - - - - 5,067 8,796 13,432 HSC-GT - - - - - - 2,825 34,919 HSC-TI - - - - - - - - HSC-IP Leukemia - - - - - - - - Total U.S. Market $0 $0 $0 $0 $6,221 $52,833 $121,265 $233,164 Europe: Cancer: HSC-IP CLL $0 $0 $0 $213 $750 $1,548 $2,589 $3,554 HSC-IP NHL - - - 6,000 18,834 27,280 41,211 58,524 HSC-IP MM - - - 1,666 5,718 8,835 12,740 15,306 HSC-IP Breast Cancer - - - 2,852 16,453 39,542 79,792 92,460 HSC-IP AIS - - - - - - 15,402 42,305 HSC-IU-GD - - - - - -1,291 8,980 13,705 HSC-GT - - - - - - - 12,571 HSC-TI - - - - - - - - USC-IP Leukemia - - - - - - - - Total Europe Market $0 $0 $0 $10,731 $41,755 $78,495 $160,716 $238,426 Japan: Cancer: HSC-IP CLL $0 $0 $0 $0 $0 $134 $997 $1,481 HSC-IP NHL - - - - - 1,705 11,448 17,420 HSC-IP MM - - - - - 368 2,528 3,907 HSC-IP Breast Cancer - - - - - 450 5.541 14,100 HSC-IP AIS - - - - - - - 6,610 HSC-IU-GD - - - - - - - 1,141 HSC-GT - - - - - - - - HSC-TI - - - - - - - - HSC-IP Leukemia - - - - - - - - Total Japan Market $0 $0 $0 $0 $0 $2,657 $20,515 $44658 Total Product Revenues $0 $0 $0 $10,731 $47,975 $133,985 $302,496 $516,248
2004 2005 ---- ---- Schedule of Revenues U.S. Market Cancer: HSC-IP CLL $4,106 $5,073 HSC-IP NHL 54,100 55.720 HSC-IP MM 13,140 13.531 HSC-IP Breast Cancer 116,708 120,210 HSC-IP AIS 56,024 64,116 HSC-IU-GD 15,210 17,101 HSC-GT 71,931 148,182 HSC-TI - 12,916 HSC-IP Leukemia 24,819 47,931 Total U.S. Market $356,039 $484,780 Europe: Cancer: HSC-IP CLL $4,929 $6,092 HSC-IP NHL 64,914 66,864 HSC-IP MM 15,769 16,243 HSC-IP Breast Cancer 119,041 122,613 HSC-IP AIS 67,229 76,940 HSC-IU-GD 15,526 17,445 HSC-GT 56,108 100,764 HSC-TI - -5,489 USC-IP Leukemia - 32,593 Total Europe Market $343,517 $445,043 Japan: Cancer: HSC-IP CLL $2,053 $2,536 HSC-IP NHL 23,183 27,860 HSC-IP MM 5,632 6,766 HSC-IP Breast Cancer 30,343 36,063 HSC-IP AIS 14,524 26,715 HSC-IU-GD 4,042 6,061 HSC-GT 5,395 24,079 HSC-TI - - HSC-IP Leukemia - - Total Japan Market $85,172 $130,079 Total Product Revenues $784,728 $1,059,902 Valuation Analysis (Sensitivity Case 2) ================================================================================
1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- Schedule of U.S. and Europe Revenues U.S. and Europe Cancer: HSC-IP CLL $ 0 $ 0 $ 0 $ 213 $ 750 $ 1,816 HSC-I P NUL -- -- -- 6.000 22.144 49,506 HSC-I P MM 1,666 6,612 14,724 HSC-IP Breast Cancer -- -- -- 2,852 18,469 58,924 ------ ------ ------ ------- ------- -------- Total Cancer -- -- -- 10,731 47,975 124,970 HSC-IP AIS -- -- -- -- -- -- HSC-I U-GD -- -- -- -- -- -- HSC-GT -- -- -- -- -- 6,358 HSC-TI -- -- -- -- -- -- HSC-IP Leukemia Total US. and Europe $ 0 $ 0 $ 0 $10,731 47,975 131,328 Schedule of HIV Profit Distribution Eligible Patients HSC-GT HIV (Symptom/Asymtom) - US -- -- -- -- -- 1,019 HSC-GT HIV (Symptom/Asymtom) - EU -- -- -- -- -- -- HSC-GT HIV (Symptom/Asympt) - JPN -- -- -- -- -- -- Market Share per Sprint's Business Plan HSC-GT HIV (Symptom/Asympt) - US 0.0% 0.0% 0.0% 0.0% 0.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Market Share adjusted Product Launch Delays HSC-GT HIV (Symptom/Asympt) - US 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-GT HIV (Symptom/Asympt) - EU 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Revenues HSC-GT HIV (Symptom/Asympt) - US $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 HSC-GT HIV (Symptom/Asympt) - EU -- -- -- -- -- -- HSC-GT IIIV (Symptom/Asympt) - JPN -- -- -- -- -- -- Total HIV Revenues -- -- -- -- -- -- Cost of goods sold -- -- -- -- -- -- SG&A (per Sandoz) -- -- -- -- -- 1,528 ------ ------ ------ ------- ------- -------- Operating profit -- -- -- -- -- (1,528) Special advance repayment -- -- -- -- -- 5,238 Number of Centers Rolled Out (Sprint) -- -- -- -- -- 1 Number of Centers built @ 15,000 patients/center -- -- -- -- -- -- Cost -- -- -- -- -- -- Profit available for distribution -- -- -- -- -- -- HSC-GT HIV Profit Distribution $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2002 2003 2004 2005 ---- ---- ---- ---- Schedule of U.S. and Europe Revenues U.S. and Europe Cancer: HSC-IP CLL $ 4,578 $ 6,517 $ 9,035 $ 11,165 HSC-IP NHL 75,032 103,542 119,014 122,585 HSC-IP MM 21,586 26,239 28,910 29,774 HSC-IP Breast Cancer 131,945 183,108 235,750 242,823 -------- -------- -------- -------- Total Cancer 233,142 319,405 392,708 406,347 HSC-IP AIS 28,238 77,559 123,254 141,056 HSC-IU-GD 2,825 47,489 128,039 248,945 HSC-GT 17,776 27,136 30,736 34,545 HSC-TI -- -- -- 18,405 HSC-IP Leukemia -- -- 24,819 80,524 Total U.S. and Europe 281,981 471,590 699,556 929,822 Schedule of HIV Profit Distribution Eligible Patients HSC-GT HIV (Symptom/Asymtom) - US 11,654 19,036 41,533 50,306 HSC-GT HIV (Symptom/Asymtom) - EU 1,489 4,984 12,592 16,920 HSC-GT HIV (Symptom/Asympt) - JPN -- -- -- 174 Market Share per Sprint's Business Plan HSC-GT HIV (Symptom/Asympt) - US 50.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 50.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 50.0% Market Share adjusted Product Launch Delays HSC-GT HIV (Symptom/Asympt) - US 50.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - EU 0.0% 50.0% 50.0% 50.0% HSC-GT HIV (Symptom/Asympt) - JPN 0.0% 0.0% 0.0% 0.0% Revenues HSC-GT HIV (Symptom/Asympt) - US $ 81,581 $133,255 $290,730 $352,139 HSC-GT HIV (Symptom/Asympt) - EU -- 34,888 88,141 118,443 HSC-GT HIV (Symptom/Asympt) - JPN -- -- -- -- Total HIV Revenues 81,581 168,143 378,871 470,582 Cost of goods sold 29,802 58,794 131,851 165,045 SG&A (per Sandoz) 4,130 19,101 57,386 76,558 -------- -------- -------- -------- Operating profit 47,649 90,248 189,635 228,979 Special advance repayment 53,834 -- -- -- Number of Centers Rolled Out (Sprint) 1 2 1 -- Number of Centers built @ 15,000 patients/center 1 -- 1 1 Cost 10,229 -- 10,229 10,229 Profit available for distribution -- 90,248 179,406 218,750 HSC-GT HIV Profit Distribution $ 0 $ 45,124 $ 89,703 $109,375
Valuation Analysis (Sensitivity Case 2) ================================================================================
1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- Schedule of Other Revenues Collaborations: HIV Gene Therapy $5,445 $6,197 $6,259 $6,322 $6,385 $6,449 REVI23 TRD 4,816 8,063 8,196 8,851 6,735 6,873 REV 123 CRD 2,616 3,818 4,089 4,828 5,158 2,675 Gene Discovery 500 2,000 2,000 2,000 1,500 - Genentech TPO 96 - - - - - Japan Cell Center Deal 375 1,500 1,500 1,125 - - Double Positive Selection Device - 750 3,000 3,000 2,250 - Total Collaborations $2,320 $13,848 $22,328 $25,044 $26,126 $22,028 $15,997 Milestone Payments Gene Discovery $2,000 $500 $3,000 $2,000 $3,000 $3,000 Japan Cell Center Deal 3,500 5,500 4,000 3,500 5,000 - Double Positive Selection Device 3,000 2,000 3,000 - 4,000 - Total Milestone Payments $5,500 $9,000 $9,000 $5,000 $6,500 $12,000 Royalties Gene Discovery Double Positive Selection Device 25 50 100 Japan Product Sales HSC-IP CLL - - - - - 13 HSC-IP NHL - - - - - 171 HSC-IP MM - - - - - 37 HSC-IP BC - - - - - 45 HSC-IP AIS - - - - - - HSC-IU-GD - - - - - - HSC-GT - - - - - - HSC-TI HSC-IP Leukemia Total Royalties $0 $0 $0 $25 $50 $366 Grants 145 - - - - - Other 185 200 - - - - 2002 2003 2004 2005 ---- ---- ---- ---- Schedule of Other Revenues Collaborations: HIV Gene Therapy $6,513 $0 $0 $0 REV 123 TRD 6,991 - - - REV 123 CRD 1,714 1,173 - - Gene Discovery - - - - Genentech TPO - - - - Japan Cell Center Deal - - - - Double Positive Selection Device - - - - Total Collaborations $15,218 $1,173 $0 $0 Milestone Payments Gene Discovery $3,000 $8,000 $5,000 $0 Japan Cell Center Deal - - - - Double Positive Selection Device - - - - Total Milestone Payments $3,000 $8,000 $5,000 $0 Royalties Gene Discovery $1,000 $4,000 $5,000 Double Positive Selection Device 200 325 475 600 Japan Product Sales HSC-IP CLL 100 148 205 254 HSC-IP NHL 1,145 1,742 2,318 2,786 HSC-IP MM 253 391 563 677 HSC-IP BC 554 1,410 3,034 3,606 HSC-IP AIS - 661 1,452 2,672 HSC-IU-GD - 114 404 606 HSC-GT - - 539 2,408 HSC-TI - - - - HSC-IP Leukemia - - - - Total Royalties $2,251 $5,791 $12,992 $18,608 Grants - - - - Other - - - -
Valuation Analysis (Sensitivity Case 2) ================================================================================
1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- Mfg. Costs as a % of Revenue Per Sprint's Business Plan HSC-IP CLL 21.7% 21.7% 21.8% 21.8% HSC-IP NHL 21.7% 21.7% 21.8% 21.8% HSC-IP MM 21.7% 21.7% 21.8% 21.8% HSC-IP Breast Cancer 21.7% 21.7% 21.8% 21.8% HSC-IP AIS 21.8% HSC-IU-GD 5.4% 5.4% HSC-GT 24.1% HSC-TI HSC-IP Leukemia HSC-GT HIV I Profit Dist. (Symptom/Asympt) 24.3% Mfg. Costs as a % of Revenue Adjusted for Product Shift HSC-IP CLL 0.0% 21.7% 21.7% 21.8% HSC-IP NHL 0.0% 21.7% 21.7% 21.8% HSC-IP MM 0.0% 21.7% 21.7% 21.8% HSC-IP Breast Cancer 0.0% 21.7% 21.7% 21.8% HSC-IP AIS 0.0% 0.0% 0.0% 0.0% HSC-IU-GD 0.0% 0.0% 0.0% 5.4% HSC-GT 0.0% 0.0% 0.0% 0.0% HSC-TI 0.0% 0.0% 0.0% 0.0% HSC-IP Leukemia 0.0% 0.0% 0.0% 0.0% HSC-GT HIV I Profit Dist. (Symptom/Asympt) 0.0% 0.0% 0.0% 0.0% Mfg. Costs in $'s Adjusted for Product Shift HSC-IP CLL $0 $46 $163 $396 HSC-IP NHL - 1,302 4,805 10,792 HSC-IP MM - 361 1,435 3,210 HSC-IP Breast Cancer - 619 4,008 12,845 HSC-IP AIS - - - - HSC-IU-GD - - - 343 HSC-GT - - - - HSC-TI - - - - HSC-IP Leukemia - - - - Manufacturing Costs - - - 2,329 10,411 27,587 MAbs manufacturing costs 10,704 14,200 14,177 13,318 12,428 12,208 Page Mill Cell Center 2,010 3,030 3,030 2,830 2,210 2,050 Lyon Cell Center 2,689 3,019 3,099 3,099 3,049 2,789 Total Manufacturing Costs $0 $15,403 $20,249 $20,306 $21,576 $28,098 $44,634 2002 2003 2004 2005 ---- ---- ---- ---- Mfg. Costs as a % of Revenue Per Sprint's Business Plan HSC-IP CLL 21.8% 21.8% 21.8% 21.8% HSC-IP NHL 21.8% 21.8% 21.8% 21.8% HSC-IP MM 21.8% 21.8% 21.8% 21.8% HSC-IP Breast Cancer 21.8% 21.8% 21.8% 21.8% HSC-IP AIS 21.8% 21.8% 21.8% 21.8% HSC-IU-GD 5.4% 5.5% 5.4% 5.5% HSC-GT 24.1% 24.1% 24.1% 24.1% HSC-TI 16.3% 16.4% HSC-IP Leukemia 16.6% 16.6% 16.6% HSC-GT HIV I Profit Dist. (Symptom/Asympt) 24.3% 24.3% 24.3% 24.3% Mfg. Costs as a % of Revenue Adjusted for Product Shift HSC-IP CLL 21.8% 21.8% 21.8% 21.8% HSC-IP NHL 21.8% 21.8% 21.8% 21.8% HSC-IP MM 21.8% 21.8% 21.8% 21.8% HSC-IP Breast Cancer 21.8% 21.8% 21.8% 21.8% HSC-IP AIS 21.8% 21.8% 21.8% 21.8% HSC-IU-GD 5.4% 5.4% 5.4% 5.4% HSC-GT 24.1% 24.1% 24.1% 24.1% HSC-TI 0.0% 0.0% 0.0% 16.3% HSC-IP Leukemia 0.0% 0.0% 16.6% 16.6% HSC-GT HIV I Profit Dist. (Symptom/Asympt) 24.3% 24.3% 24.3% 24.3% Mfg. Costs in $'s Adjusted for Product Shift HSC-IP CLL $998 $1,421 $1,970 $2,434 HSC-IP NHL 16,357 22,572 25,945 26,723 HSC-IP MM 4,706 5,720 6,302 6,491 HSC-IP Breast Cancer 28,764 39,917 51,393 52,936 HSC-IP AIS 6,156 16,908 26,869 30,750 HSC-IU-GD 960 1,479 1,675 1,883 HSC-GT 680 11,424 30,800 59,884 HSC-TI - - - 3,000 HSC-IP Leukemia - - 4,120 13,367 Manufacturing Costs 58,650 99,441 149,075 197,467 MAbs manufacturing costs 12,208 12,208 12,208 12,208 Page Mill Cell Center 2,091 2,133 2,175 2,219 Lyon Cell Center 2,845 2,902 2,960 3,019 Total Manufacturing Costs $75,764 $116,684 $166,418 $214,913
Valuation Analysis (Sensitivity Case 2) ================================================================================
1995 1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- ---- Schedule of Research & Development Internal research programs $8,604 $8,690 $8,777 $9,040 $9,312 Internal development programs 12,761 14,113 14,745 15,187 15,643 Internal clinical program 4,070 5,586 11,836 12,191 12,557 HIV Gene Rx Research program 6,136 6,197 6,259 6,447 6,640 REV 123 development program 4,807 8,063 8,196 8,442 8,695 REV 123 clinical program 2,616 3,818 4,089 4,212 4,338 Technology acquisitions 990 1,500 1,500 1,545 1,591 Total Research & Development $46,733 $39,984 $47,967 $55,402 $57,064 $58,776 $23,954 Schedule of SG&A G&A $5,010 $5,160 $5,315 $5,475 $5,639 US business development 1,341 1,908 1,965 2,024 2,085 EU business development 384 509 524 540 556 US marketing / sales - - 1,211 1,505 2,015 EU marketing / sales - - 550 748 1,089 Total SG&A $8,110 $6,735 $7,577 $9,566 $10,292 $11,384 $7,985 Total Operating Expenses 54,843 62,122 75,793 85,274 88,931 98,258 76,572 EBIT ($51,227) ($42,444) ($44,265) ($51,230) ($47,049) ($21,704) $83,119 Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year ($120,000) ($162,444) ($206,709) ($257,939) ($304,988) ($326,692) NOL utilization (42,444) (44,265) (51,230) (47,049) (21,704) 83,119 NOL, end of year (162,444) (206,709) (257,939) (304,988) (326,692) (243,574) Income taxes $0 $0 $0 $0 $0 $0 $0 2002 2003 2004 2005 ---- ---- ---- ---- Schedule of Research & Development Internal research programs Internal development programs Internal clinical program HIV Gene Rx Research program REV 123 development program REV 123 clinical program Technology acquisitions Total Research & Development $45,368 $79,752 $121,088 $158,671 Schedule of SG&A G&A US business development EU business development US marketing / sales EU marketing / sales Total SG&A $15,123 $26,584 $40,363 $52,890 Total Operating Expenses 136,254 223,019 327,868 426,474 EBIT $166,196 $308,658 $479,383 $631,331 Schedule of Net Operating Losses and Taxes Net Operating Loss NOL, beginning of year ($243,574) ($77,377) $0 $0 NOL utilization 166,196 77,377 - - NOL, end of year (77,377) - - - Income taxes $0 $94,825 $196,547 $258,846
Valuation Analysis (Sensitivity Case 2) ================================================================================
Schedule of Capital Expenditures Cost 1996 1997 1998 1999 2000 2001 2002 ---- ---- ---- ---- ---- ---- ---- ---- Number of Facilities Convertible HSCS - equipment 5,191 0 1 1 0 0 0 0 Convertible HSCS - Improvements 4,200 0 1 1 0 0 0 0 Equipment on lease 10,772 0 0 0 1 0 0 0 DPSD - equipment 3,992 0 0 0 0 2 1 2 DPSD - Improvements 4,200 0 0 0 0 2 1 2 Conversion - equipment 1,536 0 0 0 0 0 2 0 Conversion - improvements 250 0 0 0 0 0 2 0 HIV - equipment 4,529 0 0 0 0 0 0 0 HIV - improvments 5,700 0 0 0 0 0 0 0 Capital expenditures $60,776 $63,551 $77,739 $92,670 $109,148 $131,410 $145,569 Beginning equipment/building imp. 2,775 4,797 5,540 5,706 5,878 2,395 4,537 R&D related equipment - 5,191 5,191 - - - - Convertible HSCS - equipment - 4,200 4,200 - - - - Convertible HSCS - Improvments - - - 10,772 - - - Equipment on lease - - - - 7,984 3,992 7,984 DPSD - equipment - - - - 8,400 4,200 8,400 DPSD - Improvements - - - - - 3,072 - Conversion - equipment - - - - - 500 - Conversion - improvements - - - - - - - HIV - equipment - - - - - - - HIV - improvements - - - - - - - Total capital expenditures 4,259 2,775 14,188 14,931 16,478 22,262 14,159 20,921 Ending Equipment/Building Imp. $63,551 $77,739 $92,670 $109,148 $131,410 $145,569 $166,490 Depreciation and amortization Equipment $2,775 $4,797 $5,540 $5,706 $5,878 $2,395 $4,537 R&D related equipment - 5,191 5,191 - - - - Convertible HCSC - equipment - - - - 7,984 3,992 7,984 DPSD - equipment - - - - - 3,072 - Conversion - equipment - - - - - - - HIV - equipment - - - - - - - Total $2,775 $9,988 $10,731 $5,706 $13,862 $9,459 $12,521 Improvements Convertible HSCS - Improvements $0 $4,200 $4,200 $0 $0 $0 $0 DPSD - Improvements - - - - 8,400 4,200 8,400 Conversion - improvements - - - - - 500 - HIV - improvements - - - - - - - Total Improvements $0 $4,200 $4,200 $0 $8,400 $4,700 $8,400
Schedule of Capital Expenditures 2003 2004 2005 ---- ---- ---- Number of Facilities Convertible HSCS - equipment 0 0 0 Convertible HSCS - Improvements 0 0 0 Equipment on lease 0 0 0 DPSD - equipment 2 1 0 DPSD - Improvements 2 1 0 Conversion - equipment 0 0 0 Conversion - improvements 0 0 0 HIV - equipment 0 0 0 HIV - improvments 0 0 0 Capital expenditures $166,490 $190,849 $211,150 Beginning equipment/building imp. 7,975 12,109 15,867 R&D related equipment - - - Convertible HSCS - equipment - - - Convertible HSCS - Improvments - - - Equipment on lease 7,984 3,992 - DPSD - equipment 8,400 4,200 - DPSD - Improvements - - - Conversion - equipment - - - Conversion - improvements - - - HIV - equipment - - - HIV - improvements - - - Total capital expenditures 24,359 20,301 15,867 Ending Equipment/Building Imp. $190,849 $211,150 $227,017 Depreciation and amortization Equipment $7,975 $12,109 $15,867 R&D related equipment - - - Convertible HCSC - equipment 7,984 3,992 - DPSD - equipment - - - Conversion - equipment - - - HIV - equipment - - - Total $15,959 $16,101 $15,867 Improvements Convertible HSCS - Improvements $0 $0 $0 DPSD - Improvements 8,400 4,200 - Conversion - improvements - - - HIV - improvements - - - Total Improvements $8,400 $4,200 $0 Valuation Analysis (Sensitivity Case 2) ================================================================================
Schedule of Capital Expenditures and Depreciation 1996 1997 1998 1999 2000 2001 ---- ---- ---- ---- ---- ---- Depreciation Equipment - 1996 $555 $555 $555 $555 $555 Equipment - 1997 1,998 1,998 1,998 1,998 1,998 Equipment - 1998 2,146 2,146 2,146 2,146 Equipment - 1999 1,141 1,141 1,141 Equipment - 2000 2,772 2,772 Equipment - 2001 1,892 Equipment - 2002 Equipment - 2003 Equipment - 2004 Equipment - 2005 Total Depreciation - Equipment $555 $2,553 $4,699 $5,840 $8,612 $9,949 Improvements - existing assets $9,454 9,585 9,085 6,085 4,586 4,140 Improvements - 1996 0 - Improvements - 1997 140 140 140 140 140 Improvements - 1998 140 140 140 140 Improvements - 1999 - - - Improvements - 2000 280 280 Improvements - 2001 157 Improvements - 2002 Improvements - 2003 Improvements - 2004 Improvements - 2005 Total Depreciation - Improvements $9,454 $9,725 $9,365 $6,365 $5,146 $4,857 Total Depreciation $9,742 $10,009 $12,278 $14,064 $12,205 $13,758 $14,806 Schedule of Capital Expenditures and Depreciation 2002 2003 2004 2005 ---- ---- ---- ---- Depreciation Equipment - 1996 Equipment - 1997 Equipment - 1998 2,146 Equipment - 1999 1,141 1,141 Equipment - 2000 2,772 2,772 2,772 Equipment - 2001 1,892 1,892 1,892 1,892 Equipment - 2002 2,504 2,504 2,504 2,504 Equipment - 2003 3,192 3,192 3,192 Equipment - 2004 3,220 3,220 Equipment - 2005 3,173 Total Depreciation - Equipment $10,456 $11,501 $13,580 $13,981 Improvements - existing assets 5,138 6,284 6,425 8,197 Improvements - 1996 Improvements - 1997 140 140 140 140 Improvements - 1998 140 140 140 140 Improvements - 1999 - - - - Improvements - 2000 280 280 280 280 Improvements - 2001 157 157 157 157 Improvements - 2002 280 280 280 280 Improvements - 2003 280 280 280 Improvements - 2004 140 140 Improvements - 2005 - Total Depreciation - Improvements $6,134 $7,561 $7,842 $9,614 Total Depreciation $16,590 $19,061 $21,422 $23,595
Valuation Analysis (Sensitivity Case 2) ================================================================================
Depreciation - HIV Centers Cost 1996 1997 1998 1999 2000 2001 2002 2003 ---- ---- ---- ---- ---- ---- ---- ---- ---- Schedule of Capital Expenditures - HIV HIV - equipment 4,529 0 0 0 0 0 0 1 0 HIV - improvements 5,700 0 0 0 0 0 0 1 0 HIV - equipment $0 $0 $0 $0 $0 $4,529 $0 $4,529 HIV - improvements - - - - - 5,700 - 5,700 Schedule of Depreciation - HIV Depreciation Equipment - 1996 $0 $0 $0 $0 $0 Equipment - 1997 - - - - - Equipment - 1998 - - - - - Equipment - 1999 - - - - - Equipment - 2000 - - - - Equipment - 2001 906 906 906 Equipment - 2002 - - Equipment - 2003 - - 906 Equipment - 2004 Equipment - 2005 - Total Depreciation - HIV Equipment $0 $0 $0 $0 $0 $906 $906 $1,812 Improvements - 1996 $0 $0 $0 $0 $0 $0 $0 $0 Improvements - 1997 - - - - - - - Improvements - 1998 - - - - - - Improvements - 1999 - - - - - Improvements - 2000 - - - - Improvements - 2001 190 190 190 Improvements - 2002 - - Improvements - 2003 190 Improvements - 2004 Improvements - 2005 Total Depreciation - HIV Improvements $0 $0 $0 $0 $0 $190 $190 $380 Total Depreciation - HIV - - - - - 1,096 1,096 2,192 Depreciation - Sprint (50%) $0 $0 $0 $0 $0 $548 $548 $1,096
Depreciation - HIV Centers 2004 2005 ---- ---- Schedule of Capital Expenditures - HIV HIV - equipment 1 1 HIV - improvements 1 1 HIV - equipment $4,529 $0 HIV - improvements 5,700 - Schedule of Depreciation - HIV Depreciation Equipment - 1996 Equipment - 1997 Equipment - 1998 Equipment - 1999 Equipment - 2000 - Equipment - 2001 906 906 Equipment - 2002 - - Equipment - 2003 906 906 Equipment - 2004 906 906 Equipment - 2005 - Total Depreciation - HIV Equipment $2,717 $2,717 Improvements - 1996 $0 $0 Improvements - 1997 - - Improvements - 1998 - - Improvements - 1999 - - Improvements - 2000 - - Improvements - 2001 190 190 Improvements - 2002 - - Improvements - 2003 190 190 Improvements - 2004 190 190 Improvements - 2005 - Total Depreciation - HIV Improvements $570 $570 Total Depreciation - HIV 3,287 3,287 Depreciation - Sprint (50%) $1,644 $1,644 Valuation Analysis (Sensitivity Case 2) ================================================================================
Schedule of Working Capital 1995 1996 1997 1998 1999 2000 2001 2002 -------- -------- -------- -------- -------- -------- -------- -------- Current assets A/R $256 $200 $200 $0 $860 $3,842 $10,536 $22,739 Other current assets 1,336 700 700 700 700 700 700 700 -------- -------- -------- -------- -------- -------- -------- -------- Total current assets 1,592 900 900 700 1,560 4,542 11,236 23,439 Current liabilities A/P and accruals 6,681 6,559 7,579 8,527 8,893 9,826 7,657 13,625 Current portion of accrued rent 69 - - - 827 827 827 827 Noncurrent portion of accrued rent 4,565 4,723 4,841 4,959 4,132 3,305 2,478 1,651 Deferred revenue 3,097 2,958 2,233 2,504 2,613 2,203 1,600 1,522 -------- -------- -------- -------- -------- -------- -------- -------- Total current liabilities 14,412 14,240 14,653 15,991 16,465 16,161 12,562 17,625 Net working capital (12,820) (13,340) (13,753) (15,291) (14,904) (11,619) (1,326) 5,813 Net Investment in Working Capital $0 520 413 1,538 (387) (3,286) (10,292) (7,140) Schedule of Common Stock Beginning common stock $246,679 $246,679 $246,679 $270,179 $317,179 $317,179 $317,179 $317,179 Shares issued - - 1,471 1,786 - - - - Price - - 17 28 - - - - Discount 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% Net proceeds - - 23,500 47,000 - - - - Ending common stock $246,679 $246,679 $270,179 $317,179 $317,179 $317,179 $317,179 $317,179 Schedule of Shares Outstanding Beginning shares outstanding 14,470 14,470 15,940 17,726 17,726 17,726 17,726 Shares issued - 1,471 1,786 - - - - Ending shares outstanding 14,028 14,470 15,940 17,726 17,726 17,726 17,726 17,726
Schedule of Working Capital 2003 2004 2005 -------- -------- -------- Current assets A/R $41,800 $64,180 $84,624 Other current assets 700 700 700 -------- -------- -------- Total current assets 42,500 64,880 85,324 Current liabilities A/P and accruals 22,302 32,787 42,647 Current portion of accrued rent 827 824 - Noncurrent portion of accrued rent 824 - - Deferred revenue 117 - - -------- -------- -------- Total current liabilities 24,070 33,611 42,647 Net working capital 18,430 31,269 42,677 Net Investment in Working Capital (12,617) (12,839) (11,408) Schedule of Common Stock Beginning common stock $317,179 $317,179 $317,179 Shares issued - - - Price - - - Discount 6.0% 6.0% 6.0% Net proceeds - - - Ending common stock $317,179 $317,179 $317,179 Schedule of Shares Outstanding Beginning shares outstanding 17,726 17,726 17,726 Shares issued - - - Ending shares outstanding 17,726 17,726 17,726 LEHMAN BROTHERS C Comparable Transactions Analysis ================================================================================ ($ in millions except per share data)
Total Equity Total Equity Value as a Transaction Equity Value Less Multiple of: Announced/ Value Net Cash Book Completed Acquiror/Acquiree ($MM) ($MM) Value - --------- ----------------- ------ ---------- ------------ - ------------------------------------------------------------------------------------------------------------------------ 1/3/97 Hurdle (a) $ 287.4 $ 268.4 4.01 x Pending Sprint Cellular therapies for cancer patients - ------------------------------------------------------------------------------------------------------------------------ 11/11/97 Bergen Brunswig Corp. (b) $1,670.9 $2,073.8 2.49 Pending IVAX Corp. Generic drug distributor 10/18/95 Rhone-Poulenc Rorer Inc. (c) $ 158.9 $ 121.1 3.15 x 11/28/95 Applied Immune Sciences Inc. Single-use therapeutic devices that manipulate immune cells and proteins outside the body 7/10/95 Sandoz AG (d) $ 293.7 $ 237.5 4.81 x 8/11/95 Genetic Therapy Inc. Insertion of genes into cells to product therapeutic proteins 4/24/95 Chiron Corporation $ 106.2 $ 85.4 3.63 x 10/3/95 Viagene, Inc. Gene transfer drugs for viral diseases and cancer 2/7/95 Ligand Pharmaceuticals Inc. (e) $ 54.2 $ 41.7 3.87 x 5/19/95 Glycomed Inc. Pharmaceuticals based on complex carbohydrates 11/21/94 CIBA-GEIGY Limited (f) $3,443.5 $3,601.5 6.19 x 1/3/95 Chiron Corp. Products for diagnosing, preventing and treating disease 6/2/93 Rhone-Poulenc Rorer Inc. (g) $ 247.0 $ 189.5 3.32 x 9/21/93 Applied Immune Sciences Inc. Cell therapy devices and services 12/15/92 American Cyanamid Company (h) $ 887.2 $ 877.6 6.62 x 5/25/93 Immunex Corporation Therapeutics for cancer, infectious and autoimmune diseases 8/20/91 American Home Products Corp. $1,089.9 $ 677.8 2.16 x 1/16/92 Genetics Institute, Inc. Protein-based pharmaceuticals for anemia, hemophilia, cancer, AIDS ** Excluded from statistics calculation. --------------------------------- Mean: 4.03 x Median: 3.63 High: 6.62 Low: 2.16 --------------------------------- Equity Value - Net Cash as a Multiple of: Implied Premium to Stock Price Offer Transaction ----------------------- Equity LTM Remaining Prior to Announcement Price Per Announced/ Assets Value/ Burn Rate Life ---------------------------------------- Share At Completed Revenue - Cash Net Cash ($MM) (Years) One Day One Month LTM High LTM Low Announcement - --------- -------- ------ -------- ----- ------- ------- --------- -------- ------- ------------ - ------------------------------------------------------------------------------------------------------------------------------------ 1/3/97 29.37 x 3.71 x 15.12 x $ 30.5 0.8 29.5% 34.5% 4.7% 77.3% $19.50 Pending - ------------------------------------------------------------------------------------------------------------------------------------ 11/11/97 1.74 1.55 -4.15 $ (2.4) -6.2 -13.4% -11.3% -54.9% 5.8% $13.76 Pending 10/18/95 97.53 x** 34.54 x** 4.21 x $ 23.9 1.6 67.9% 46.9% 1.9% 184.8% $11.75 11/28/95 7/10/95 25.02 x** 20.19 x** 5.23 x $ 10.3 6.0 37.7% 95.3% 37.7% 250.0% $21.00 8/11/95 4/24/95 6.62 x 7.36 x 5.11 x $ 8.9 3.3 67.4% 46.9% 5.1% 166.7% $9.00 10/3/95 2/7/95 6.31 x 6.14 x 4.34 x $ 17.1 3.7 33.0% 41.4% -41.5% 126.2% $4.24 5/19/95 11/21/94 8.72 x 4.35 x NM -- -- 37.6% 32.1% 245.7% 533.8% $82.20 1/3/95 6/2/93 129.73 x* 9.58 x 0.24 x $ 13.5 4.5 38.3% 75.2% 22.2% 133.6% $26.28 9/21/93 12/15/92 14.21 x 6.45 x 0.11 x $ 3.3 19.0 14.0% -4.9% -22.1% 112.5% $51.00 5/25/93 8/20/91 8.21 x 5.77 x 0.38 x -- -- 17.9% 23.3% -36.8% 37.5% $39.20 1/16/92 --------------------------------------------------------------------------------------------------- 7.64 X 5.88 X 1.72 X 8.27 1.44 33.4% 38.3% 17.5% 172.3% 7.42 6.14 0.38 8.86 1.60 37.6% 41.4% 1.9% 133.6% 14.21 9.58 5.23 23.85 5.98 67.9% 95.3% 245.7% 533.8% 1.74 1.55 -4.15 -2.45 -6.16 -13.4% -11.3% -54.9% 5.8% ---------------------------------------------------------------------------------------------------
Transaction Amount of Announced/ Company Form of Completed Acquired Consideration - --------- -------- ------------- - ------------------------------------------------------ 1/3/97 remaining 27% Cash Pending not already owned - ------------------------------------------------------ 11/11/97 100% Stock Pending 10/18/95 remaining 53% Cash 11/28/95 not already owned 7/10/95 remaining 96% Cash 8/11/95 not already owned 4/24/95 remaining 83% Stock 10/3/95 not already owned 2/7/95 100% Stock 5/19/95 11/21/94 49.90% Cash/Stock 1/3/95 (option to raise stake to 55% after five years) 6/2/93 37% Cash 9/21/93 (option to increase stake to 60%) 12/15/92 53.50% Cash + part 5/25/93 of business 8/20/91 60% Cash 1/16/92 (option to purchase rest of company by 12/31/95) - ---------- (a) Amounts are excluded from statistical calculations. (b) Ivax had 4.012149 million option outstanding with an average exercise price of $18.43 that are all out of the money. The acquisition was for 0.42 Bergen shares per Ivax share. All quarterly write offs are adjusted from LTM figures. (c) Rhone-Poulenc Rorer paid cash for the remaining 53% of AIS that it didn't already own for $11.75/share. (d) Sandoz paid cash for the remaining 96% of Genetic Therapy it did not own for $21.00/share. (e) Offer price per share calculated with 2/6/95 closing px of $8.00 and exchange ratio of 0.5301 shares of Ligand for 1 share of Glycomed. Shares outstanding and interim financial data from 2/7/95 news stories (Bloomberg). (f) Consideration per share taken as a weighted average of $117.00/sh for 37.3% of the outstanding shares and 1/4/95 closing price of $61.50 for the remaining 62.7% (which takes into account the 6.6mm shares issued to CIBA). (g) RPR acquired 37.2% of AIS for total proceeds of approx. $113mm. RPR has the option to purchase up to an additional 6mm shares of newly issued shares through 1/1/97 for a minimum total exercise price of $134mm. (h) ACY pruchased 53.5% of Immunex for $350mm + contribution of some of its North American Oncology Business. Transaction price based on 12/16/92 close. LEHMAN BROTHERS D Completed Biotechnology Initial Public Offerings (1) January 1, 1995 to January 2, 1997 ($ millions except per share data)
Original Original Total(2) Filing Shares File Shares Offer Date Issue Date Issuer Ticker Filed Price Offered Price ---- ---------- ------ ------ ----- ----- ------- ----- 11/7/94 1/25/95 Ostex International OSTX 3.50 10.00 3.50 9.50 4/5/95 6/8/95 Oravax ORVX 2.60 13.00 2.30 10.00 5/16/95 6/14/95 Serologicals SERO 2.40 12.50 2.40 11.50 6/14/95 7/31/95 Sequana Therapeutics SQNA 3.00 13.00 2.00 9.00 8/23/95 9/29/95 DepoTech Corporation DEPO 2.50 11.00 3.00 12.00 8/17/95 10/5/95 Myriad Genetics MYGN 2.00 16.00 2.60 18.00 8/25/95 10/12/95 Sonus Pharmaceuticals SNUS 2.50 11.00 2.85 7.00 9/1/95 10/18/95 Gliatech GLIA 2.30 11.00 2.30 9.50 8/21/95 10/23/95 Pharmacyclics PCYC 2.15 13.00 2.15 12.00 9/26/95 11/8/95 GelTex Pharmaceuticals GELX 2.50 13.00 2.50 10.00 9/20/95 11/21/95 Pathogenesis PGNS 3.00 12.00 3.00 10.00 10/17/95 12/5/95 Pharmacopeia PCOP 2.25 15.00 2.60 16.00 10/16/95 12/14/95 Ergo Science Corporation ERGO 2.50 11.00 2.50 9.00 10/19/95 12/13/95 Synaptic Pharmaceutical SNAP 2.00 13.00 2.00 12.50 11/6/95 1/24/96 Hybridon HYBN 5.00 10.00 5.00 10.00 12/8/95 1/31/96 Connective Therapeutics CNCT 2.50 12.00 2.50 11.00 12/11/95 2/1/96 Intercardia ITRC 2.20 13.00 2.20 15.00 12/21/95 2/15/96 Neose Technologies NTEC 2.25 13.50 2.25 12.50 1/11/96 2/28/96 Alexion Pharmaceuticals ALXN 2.00 8.50 2.20 8.25 2/15/96 3/29/96 Houghten Pharmaceuticals HPIP 3.00 12.00 3.30 8.00 3/6/96 4/11/96 Ribozyme Pharmaceuticals RZYM 2.00 10.00 2.00 10.00 4/10/96 5/7/96 BioTransplant BTRN 2.50 10.00 2.80 9.50 4/10/96 5/7/96 Millennium Pharmaceuticals MLNM 3.50 10.00 4.50 12.00 4/16/96 5/8/96 Onyx Pharmaceuticals ONXX 2.50 12.00 2.50 12.00 4/12/96 5/9/96 SIBIA Neurosciences SIBI 2.10 12.00 2.10 11.00 3/18/96 5/14/96 Microcide Pharmaceuticals MCDE 2.50 14.00 2.50 14.00 4/4/96 5/21/96 Avigen AVGN 2.30 8.00 2.50 8.00 4/3/96 5/22/96 Neurocrine Biosciences NBIX 3.00 9.00 3.50 10.50 4/8/96 5/29/96 Urologix ULGX 2.70 13.00 2.70 14.00 4/15/96 6/6/96 Affymetrix AFFX 5.00 12.00 6.00 15.00 4/22/96 6/6/96 Flamel Technologies FLMLY 2.42 13.00 2.50 12.00 4/12/96 6/11/96 EntreMed ENMD 3.50 15.00 3.20 15.00 4/17/96 6/14/96 Andrx Corporation ADRX 1.70 12.00 2.20 12.00 4/17/96 6/20/96 Collagenex Pharmaceuticals CGPI 2.15 14.00 2.00 10.00 5/30/96 6/27/96 QIAGEN N.V. QGENF 3.35 12.00 3.35 12.00 5/21/96 7/10/96 Maxim Pharmaceuticals MMP 2.00 7.50 2.50 7.60 5/24/96 7/17/96 Cadus Pharmaceutical KDUS 2.75 11.50 2.75 7.00 6/11/96 7/30/96 Geron Corp GERN 2.50 12.00 2.00 8.00 8/29/96 10/15/96 ArQule, Inc. ARQL 2.00 12.00 2.50 12.00 8/27/96 10/16/96 Transkaryotic Therapies TKTX 2.50 14.00 2.50 15.00 6/25/96 10/25/96 Cubist Pharmaceuticals CBST 2.50 12.00 2.50 6.00 9/11/96 10/31/96 Triangle Pharmaceuticals(3) VIRS 4.00 8.50 4.20 10.00 6/5/96 11/5/96 Aviron AVIR 3.00 12.00 2.00 8.00 9/25/96 11/19/96 CV Therapeutics CVTX 2.50 13.00 1.75 8.00 First Day Offer to Offered First Closing Current Current Midpoint Shares Day Price to Stock Price Filing Offer of Filing to Filed Closing Offer Price to File Date Amount Range Shares Price Price 1/3/97 Price ---- ------ ----- ------ ----- ----- ------ ----- 11/7/94 33.25 -5.0% 0.0% 9.63 1.3% 5.50 -45.0% 4/5/95 23.00 -23.1% -11.5% 9.13 -8.8% 5.38 -58.7% 5/16/95 27.60 -8.0% 0.0% 11.50 0.0% 31.75 154.0% 6/14/95 18.00 -30.8% -33.3% 10.25 13.9% 16.00 23.1% 8/23/95 36.00 9.1% 20.0% 14.00 16.7% 15.88 44.3% 8/17/95 46.80 12.5% 30.0% 21.50 19.4% 24.25 51.6% 8/25/95 19.95 -36.4% 14.0% 6.88 -1.8% 30.50 177.3% 9/1/95 21.85 -13.6% 0.0% 9.50 0.0% 7.88 -28.4% 8/21/95 25.80 -7.7% 0.0% 12.00 0.0% 15.88 22.1% 9/26/95 25.00 -23.1% 0.0% 10.00 0.0% 23.00 76.9% 9/20/95 30.00 -16.7% 0.0% 10.00 0.0% 21.25 77.1% 10/17/95 41.60 6.7% 15.6% 19.00 18.8% 19.38 29.2% 10/16/95 22.50 -18.2% 0.0% 10.00 11.1% 12.75 15.9% 10/19/95 25.00 -3.8% 0.0% 13.00 4.0% 12.75 -1.9% 11/6/95 50.00 0.0% 0.0% 10.50 5.0% 6.00 -40.0% 12/8/95 27.50 -8.3% 0.0% 11.25 2.3% 7.50 -37.5% 12/11/95 33.00 15.4% 0.0% 20.75 38.3% 21.00 61.5% 12/21/95 28.13 -7.4% 0.0% 13.38 7.0% 18.19 34.7% 1/11/96 18.15 -2.9% 10.0% 9.13 10.6% 8.75 2.9% 2/15/96 26.40 -33.3% 10.0% 9.25 15.6% 5.75 -52.1% 3/6/96 20.00 0.0% 0.0% 10.06 0.6% 11.06 10.6% 4/10/96 26.60 -5.0% 12.0% 10.25 7.9% 6.50 -35.0% 4/10/96 54.00 20.0% 28.6% 19.00 58.3% 18.13 81.3% 4/16/96 30.00 0.0% 0.0% 11.38 -5.2% 11.00 -8.3% 4/12/96 23.10 -8.3% 0.0% 10.88 -1.1% 7.50 -37.5% 3/18/96 35.00 0.0% 0.0% 18.50 32.1% 10.13 -27.7% 4/4/96 20.00 0.0% 8.7% 11.75 46.9% 4.50 -43.8% 4/3/96 36.75 16.7% 16.7% 12.50 19.0% 9.56 6.3% 4/8/96 37.80 7.7% 0.0% 15.25 8.9% 16.00 23.1% 4/15/96 90.00 25.0% 20.0% 17.38 15.8% 20.13 67.7% 4/22/96 30.00 -7.7% 3.3% 11.75 -2.1% 7.38 -43.3% 4/12/96 48.00 0.0% -8.6% 15.75 5.0% 16.00 6.7% 4/17/96 26.40 0.0% 29.4% 17.00 41.7% 15.88 32.3% 4/17/96 20.00 -28.6% -7.0% 9.13 -8.8% 8.25 -41.1% 5/30/96 40.20 0.0% 0.0% 15.13 26.0% 25.38 111.5% 5/21/96 19.00 1.3% 25.0% 9.88 29.9% 7.00 -6.7% 5/24/96 19.25 -39.1% 0.0% 7.00 0.0% 9.25 -19.6% 6/11/96 16.00 -33.3% -20.0% 7.75 -3.1% 13.63 13.5% 8/29/96 30.00 0.0% 25.0% 13.25 10.4% 15.50 29.2% 8/27/96 37.50 7.1% 0.0% 15.00 0.0% 17.88 27.7% 6/25/96 15.00 -50.0% 0.0% 6.44 7.3% 6.00 -50.0% 9/11/96 42.00 17.6% 5.0% 10.94 9.4% 22.38 163.2% 6/5/96 16.00 -33.3% -33.3% 8.00 0.0% 7.00 -41.7% 9/25/96 14.00 -38.5% -30.0% 7.44 -7.0% 6.75 -48.1%
Fully-Diluted ----------------------------------------------- Current At IPO Current Price to ------------------- -------------------- Filing Offer Market Tech. Market Tech. Date Price Value Value Value Value ---- ----- ----- ----- ----- ----- 11/7/94 -42.1% 128.80 90.26 76.93 49.47 4/5/95 -46.3% 83.65 48.12 57.89 23.11 5/16/95 176.1% 99.87 69.44 319.09 298.58 6/14/95 77.8% 74.02 31.97 169.34 102.34 8/23/95 32.3% 148.74 103.10 208.25 172.99 8/17/95 34.7% 163.85 91.44 235.22 159.32 8/25/95 335.7% 61.09 39.25 277.79 256.10 9/1/95 -17.1% 71.97 45.36 61.23 40.34 8/21/95 32.3% 103.76 75.30 142.65 117.29 9/26/95 130.0% 112.16 78.44 335.60 248.52 9/20/95 112.5% 118.66 66.12 315.89 233.21 10/17/95 21.1% 160.14 111.41 219.59 138.84 10/16/95 41.7% 92.65 68.46 172.66 159.12 10/19/95 2.0% 94.58 58.30 99.75 82.40 11/6/95 -40.0% 359.04 288.15 222.72 185.16 12/8/95 -31.8% 87.64 55.71 57.36 32.11 12/11/95 40.0% 106.19 74.19 155.62 118.15 12/21/95 45.5% 110.97 65.05 168.70 122.78 1/11/96 6.1% 65.91 36.48 72.89 43.38 2/15/96 -28.1% 108.58 74.57 81.09 47.30 3/6/96 10.6% 72.33 30.41 85.75 70.46 4/10/96 -31.6% 84.37 48.79 60.46 21.23 4/10/96 51.0% 316.59 242.86 496.68 425.24 4/16/96 -8.3% 118.10 77.65 112.76 69.65 4/12/96 -31.8% 111.08 67.31 76.55 32.78 3/18/96 -27.7% 155.51 107.34 116.77 65.06 4/4/96 -43.8% 68.19 44.94 39.51 16.26 4/3/96 -8.9% 212.11 129.32 194.93 112.14 4/8/96 14.3% 131.71 93.13 157.26 118.67 4/15/96 34.2% 369.52 248.38 500.76 383.81 4/22/96 -38.5% 133.34 101.80 81.95 50.59 4/12/96 6.7% 222.30 144.57 237.12 159.91 4/17/96 32.3% 165.47 123.94 225.96 182.60 4/17/96 -17.5% 78.03 54.62 64.40 42.74 5/30/96 111.5% 198.05 165.72 418.79 386.02 5/21/96 -7.9% 69.56 22.55 66.69 37.38 5/24/96 32.1% 90.46 45.59 123.47 78.60 6/11/96 70.3% 139.89 65.32 238.30 179.43 8/29/96 29.2% 127.35 90.46 164.48 127.60 8/27/96 19.2% 274.63 177.15 327.26 229.78 6/25/96 0.0% 58.57 39.24 60.82 41.49 9/11/96 123.8% 184.77 126.77 413.43 355.42 6/5/96 -12.5% 95.91 68.45 83.92 56.46 9/25/96 -15.6% 59.66 25.58 13.86 -20.22 Completed Biotechnology Initial Public Offerings (1) January 1, 1995 to January 2, 1997 ($ millions except per share data)
Original Original Total(2) Filing Shares File Shares Offer Date Issue Date Issuer Ticker Filed Price Offered Price ---- ---------- ------ ------ ----- ----- ------- ----- 9/20/96 11/19/96 ViroPharma VPHM 2.25 12.00 2.25 7.00 9/9/96 12/20/96 Genetic Vectors GVEC 0.40 10.00 0.50 10.00 First Day Offer to Offered First Closing Current Current Midpoint Shares Day Price to Stock Price Filing Offer of Filing to Filed Closing Offer Price to File Date Amount Range Shares Price Price 1/3/97 Price ---- ------ ----- ------ ----- ----- ------ ----- 9/20/96 15.75 -41.7% 0.0% 7.00 0.0% 9.88 -17.7% 9/9/96 5.00 0.0% 25.0% 18.00 80.0% #N/A #N/A Completed 1995 Offerings ------------------------------------------------------------------------------ Mean -11.3% 2.5% 5.3% 38.4% Median -10.8% 0.0% 0.7% 26.1% High 12.5% 30.0% 19.4% 177.3% Low -36.4% -33.3% -8.8% -58.7% ------------------------------------------------------------------------------ Completed 1996 Offerings ------------------------------------------------------------------------------ Mean -7.1% 3.7% 14.1% 3.9% Median 0.0% 0.0% 7.6% -6.7% High 25.0% 29.4% 80.0% 163.2% Low -50.0% -33.3% -8.8% -52.1% ------------------------------------------------------------------------------
Fully-Diluted ----------------------------------------------- Current At IPO Current Price to ------------------- -------------------- Filing Offer Market Tech. Market Tech. Date Price Value Value Value Value ---- ----- ----- ----- ----- ----- 9/20/96 41.1% 64.94 42.13 91.61 68.80 9/9/96 #N/A 92.77 69.96 #N/A #N/A ------------------------------------------------------------- 63.6% $108.14 $ 69.78 $192.28 $148.69 33.5% $101.82 $ 68.95 $190.45 $148.98 335.7% $163.85 $111.41 $335.60 $298.58 -46.3% $ 61.09 $ 31.97 $ 57.89 $ 23.11 ------------------------------------------------------------- ------------------------------------------------------------- 10.4% $141.67 $ 95.25 $168.12 $123.90 6.1% $111.02 $ 72.08 $116.77 $ 70.46 123.8% $369.52 $288.15 $500.76 $425.24 -43.8% $ 58.57 $ 22.55 $ 13.86 $(20.22) ------------------------------------------------------------- - ---------- (1) Excludes unit offerings and shelf-registrations. (2) Excludes over-allotment option. (3) Offered shares include 800,000 shares offered outside the U.S. and Canada on 11/1/96. Completed Biotechnology Public Equity Follow-On Offerings (1) January 1, 1995 to January 2, 1997 ($ millions except per share data)
Original Total Filing Shares Original Shares Offer Date Issue Date Issuer Ticker Filed File Price Offered Price ---- ---------- ------ ------ ----- ---------- ------- ----- 2/14/95 3/17/95 Inhale Therapeutic Systems INHL 2.00 9.50 1.00 8.00 3/16/95 4/20/95 Vivus VVUS 2.10 15.75 1.80 14.50 3/21/95 4/27/95 The Liposome Company LIPO 3.00 11.13 3.00 9.00 3/3/95 5/12/95 Orphan Medical ORPH 1.50 3.63 2.23 4.00 4/14/95 6/15/95 La Jolla Pharmaceuticals (2) LJPC 3.00 3.69 3.40 3.94 6/27/95 8/1/95 Cephalon CEPH 2.50 17.75 3.00 22.50 6/9/95 8/1/95 Sepracor SEPR 3.00 12.50 4.00 14.50 7/19/95 8/10/95 Northfield Laboratories NFLD 2.50 14.38 2.93 17.75 8/24/95 9/7/95 Interferon Sciences Inc. (2) IFSC 12.00 1.20 12.00 1.20 7/14/95 8/16/95 Guilford Pharmaceuticals (2) GLFD 1.80 7.75 3.00 6.50 8/4/95 8/16/95 Magainin Pharmaceuticals (2) MAGN 2.00 7.88 3.50 10.00 7/14/95 8/17/95 Gilead Sciences GILD 2.50 20.50 4.05 23.25 7/7/95 8/17/95 Neurogen Corp. NRGN 2.50 15.44 2.50 16.00 7/28/95 8/18/95 AutoImmune AIMM 3.00 11.88 3.50 16.00 8/16/95 8/24/95 ImmuLogic Pharmaceutical (3) IMUL 1.00 10.50 1.00 10.00 8/29/95 9/13/95 ImmuLogicPharmaceutical IMUL 2.00 11.13 2.40 10.75 8/4/95 9/15/95 Agouron Pharmaceuticals AGPH 2.00 28.5 3.00 28.00 8/15/95 9/20/95 Alkermes Inc. ALKS 2.00 7.25 2.00 7.00 8/15/95 9/21/95 Vical VICL 2.50 11.88 2.50 12.25 9/1/95 9/22/95 Amylin Pharmaceutical AMLN 2.50 7.88 2.50 8.13 8/17/95 9/22/95 Genzyme Tissue Repair GENZL 3.00 14.75 3.00 15.00 8/9/95 9/22/95 HemaSure HMSR 2.50 11.38 2.50 18.50 9/1/95 9/27/95 Martek Biosciences MATK 2.00 14.50 2.50 15.00 8/25/95 9/29/95 Human Genome Sciences HGSI 2.50 26.50 2.75 21.50 9/26/95 9/29/95 CytoTherapeutics (2) CTII 1.50 9.88 2.30 9.38 8/24/95 10/5/95 Isis Pharmaceuticals ISIP 3.00 13.13 2.50 10.00 9/14/95 10/6/95 Cygnus Inc. CYGN 2.00 18.63 2.00 14.00 9/15/95 10/12/95 Neurex Corporation (2) NXCO 3.00 6.75 3.00 4.50 9/14/95 10/13/95 Genzyme Corporation GENZ 2.50 60.00 2.50 51.25 9/18/95 10/13/95 Somatogen Inc. SMTG 2.50 24.00 1.40 18.00 9/5/95 10/17/95 Matrix Pharmaceutical MATX 3.00 14.25 3.60 13.25 9/13/95 10/18/95 Alteon Inc. ALTN 2.50 12.63 2.00 9.00 9/27/95 10/25/95 Sequus SEQU 3.00 11.75 3.90 11.00 9/25/95 10/27/95 GeneMedicine, Inc. GMED 3.00 9.50 3.00 6.50 10/12/95 11/9/95 Incyte Pharmaceuticals INCY 1.50 21.00 1.70 19.00 9/26/95 11/9/95 Regeneron REGN 3.00 14.88 2.30 10.50 12/22/95 1/24/96 CoCensys Inc. (2) COCN 2.00 8.38 2.43 6.50 10/27/95 1/30/96 Integra Lifesciences Corp. IART 4.00 7.63 4.48 8.25 1/18/96 2/9/96 Procept Inc. PRCT 2.20 3.13 2.20 2.50 1/3/96 2/14/96 MedImmune Inc. MEDI 2.00 18.75 3.45 18.00 1/10/96 2/16/96 Genome Therapeutics Corp. GENE 2.00 8.50 3.00 13.00 1/23/96 2/16/96 Gilead Sciences Inc. GILD 3.50 38.50 4.00 37.75 2/6/96 2/23/96 BioChem Pharma Inc. BCHXF 3.00 43.69 3.50 45.50 2/12/96 3/7/96 Sequana Therapeutics SQNA 1.50 23.25 1.70 19.00 1/29/96 3/8/96 Alpha-Beta Technology Inc. ABTI 2.00 14.88 3.00 14.00 2/9/96 3/8/96 SangStat Medical Corporation SANG 2.00 14.13 3.45 14.00 2/14/96 3/14/96 Oncogene Science Inc. ONCS 2.50 8.63 2.83 9.13 1/22/96 3/15/96 Centocor Inc. CNTO 3.50 28.50 4.03 33.00 2/23/96 3/21/96 Advanced Tissue Sciences, Inc. ATIS 3.00 10.31 3.00 13.25 First Day Offered Closing Current Offer Shares to First Day Price to Stock Current Current Filing Offer Price to Filed Closing Price to Price Price to Price to Date Amount File Price Shares Price Offer Price 1/3/97 File Price Offer Price ---- ------ ---------- ------ ----- ----------- ------ ---------- ----------- 2/14/95 8.00 -15.8% -50.0% 7.88 -1.6% 15.25 60.5% 90.6% 3/16/95 26.10 -7.9% -14.3% 14.06 -3.0% 39.00 147.6% 169.0% 3/21/95 27.00 -19.1% 0.0% 9.00 0.0% 18.50 66.3% 105.6% 3/3/95 8.90 10.3% 48.3% 4.19 4.7% 9.63 165.5% 140.6% 4/14/95 13.39 6.8% 13.3% 3.75 -4.8% 5.75 55.9% 46.0% 6/27/95 67.50 26.8% 20.0% 23.50 4.4% 21.06 18.7% -6.4% 6/9/95 58.00 16.0% 33.3% 15.06 3.9% 16.50 32.0% 13.8% 7/19/95 51.92 23.5% 17.0% 18.25 2.8% 11.50 -20.0% -35.2% 8/24/95 14.40 0.0% 0.0% 2.50 108.3% 1.69 40.6% 40.6% 7/14/95 19.50 -16.1% 66.7% 8.75 34.6% 21.50 177.4% 230.8% 8/4/95 35.00 27.0% 75.0% 10.25 2.5% 9.25 17.5% -7.5% 7/14/95 94.25 13.4% 62.2% 23.50 1.1% 24.50 19.5% 5.4% 7/7/95 40.00 3.6% 0.0% 16.50 3.1% 19.63 27.1% 22.7% 7/28/95 56.00 34.7% 16.7% 16.13 0.8% 15.75 32.6% -1.6% 8/16/95 10.00 -4.8% 0.0% 10.63 6.3% 6.13 -41.7% -38.8% 8/29/95 25.80 -3.4% 20.0% 11.38 5.8% 6.13 -44.9% -43.0% 8/4/95 84.00 -1.8% 50.0% 28.00 0.0% 68.25 139.5% 143.8% 8/15/95 14.00 -3.4% 0.0% 6.88 -1.8% 22.38 208.6% 219.6% 8/15/95 30.63 3.2% 0.0% 13.25 8.2% 16.75 41.1% 36.7% 9/1/95 20.31 3.2% 0.0% 7.75 -4.6% 12.50 58.7% 53.8% 8/17/95 45.00 1.7% 0.0% 15.13 0.8% 7.25 -50.8% -51.7% 8/9/95 46.25 62.6% 0.0% 18.38 -0.7% 6.63 -41.8% -64.2% 9/1/95 37.50 3.4% 25.0% 15.25 1.7% 20.25 39.7% 35.0% 8/25/95 59.13 -18.9% 10.0% 21.75 1.2% 41.00 54.7% 90.7% 9/26/95 21.57 -5.0% 53.3% 9.75 3.9% 9.50 -3.8% 1.3% 8/24/95 25.00 -23.8% -16.7% 10.31 3.1% 18.00 37.1% 80.0% 9/14/95 28.00 -24.8% 0.0% 14.88 6.3% 15.00 -19.5% 7.1% 9/15/95 13.50 -33.3% 0.0% 6.00 33.3% 16.50 144.4% 266.7% 9/14/95 128.13 -14.6% 0.0% 52.63 2.7% 23.13 -61.5% -54.9% 9/18/95 25.20 -25.0% -44.0% 17.75 -1.4% 11.63 -51.6% -35.4% 9/5/95 47.70 -7.0% 20.0% 13.50 1.9% 6.13 -57.0% -53.8% 9/13/95 18.00 -28.7% -20.0% 10.00 11.1% 5.50 -56.4% -38.9% 9/27/95 42.90 -6.4% 30.0% 11.63 5.7% 16.13 37.2% 46.6% 9/25/95 19.50 -31.6% 0.0% 6.56 1.0% 6.19 -34.9% -4.8% 10/12/95 32.30 -9.5% 13.3% 18.25 -3.9% 51.00 142.9% 168.4% 9/26/95 24.15 -29.4% -23.3% 10.25 -2.4% 17.13 15.1% 63.1% 12/22/95 15.80 -22.4% 21.5% 6.81 4.8% 6.56 -21.6% 1.0% 10/27/95 36.92 8.2% 11.9% 9.63 16.7% 4.63 -39.3% -43.9% 1/18/96 5.50 -20.0% 0.0% 2.88 15.0% 1.13 -64.0% -55.0% 1/3/96 62.10 -4.0% 72.5% 19.75 9.7% 16.69 -11.0% -7.3% 1/10/96 39.00 52.9% 50.0% 14.88 14.4% 10.88 27.9% -16.3% 1/23/96 151.00 -1.9% 14.3% 37.75 0.0% 24.50 -36.4% -35.1% 2/6/96 159.25 4.1% 16.7% 46.63 2.5% 49.63 13.6% 9.1% 2/12/96 32.30 -18.3% 13.3% 19.00 0.0% 16.00 -31.2% -15.8% 1/29/96 42.00 -5.9% 50.0% 13.75 -1.8% 10.50 -29.4% -25.0% 2/9/96 48.30 -0.9% 72.5% 15.63 11.6% 28.00 98.2% 100.0% 2/14/96 25.78 5.7% 13.0% 9.88 8.2% 6.38 -26.1% -30.1% 1/22/96 132.83 15.8% 15.0% 34.63 4.9% 34.63 21.5% 4.9% 2/23/96 39.75 28.5% 0.0% 12.81 -3.3% 10.88 5.5% -17.9%
Current Current Filing Market Tech. Date Value Value ---- ----- ----- 2/14/95 180.27 145.98 3/16/95 631.41 577.51 3/21/95 677.10 635.38 3/3/95 58.14 37.65 4/14/95 93.51 76.38 6/27/95 516.39 361.19 6/9/95 449.56 327.46 7/19/95 160.71 100.88 8/24/95 72.57 60.27 7/14/95 300.53 237.89 8/4/95 179.05 146.40 7/14/95 699.70 409.30 7/7/95 278.91 184.49 7/28/95 257.45 187.00 8/16/95 123.87 41.28 8/29/95 123.87 41.28 8/4/95 921.38 830.50 8/15/95 413.31 364.66 8/15/95 257.72 207.70 9/1/95 392.50 352.95 8/17/95 93.65 57.67 8/9/95 53.59 17.31 9/1/95 271.01 228.57 8/25/95 766.82 648.76 9/26/95 146.58 108.16 8/24/95 462.67 394.10 9/14/95 279.42 233.27 9/15/95 363.46 336.14 9/14/95 1661.65 1379.25 9/18/95 240.75 170.38 9/5/95 130.18 74.78 9/13/95 86.37 45.01 9/27/95 471.17 428.72 9/25/95 80.41 45.87 10/12/95 523.62 486.10 9/26/95 439.19 364.25 12/22/95 144.47 113.96 10/27/95 132.05 98.47 1/18/96 15.39 4.34 1/3/96 361.40 280.33 1/10/96 190.35 156.33 1/23/96 699.70 409.30 2/6/96 2619.36 2619.06 2/12/96 161.30 97.54 1/29/96 175.58 121.44 2/9/96 366.97 329.52 2/14/96 139.54 90.20 1/22/96 2393.35 2232.95 2/23/96 407.48 351.84 Completed Biotechnology Public Equity Follow-On Offerings (1) January 1, 1995 to January 2, 1997 ($ millions except per share data)
Original Total Filing Shares Original Shares Offer Date Issue Date Issuer Ticker Filed File Price Offered Price ---- ---------- ------ ------ ----- ---------- ------- ----- 2/6/96 3/22/96 Arris Pharmaceuticals ARRS 3.00 15.38 3.00 13.00 2/20/96 3/22/96 Guilford Pharmaceuticals GLFD 2.00 21.50 2.00 20.00 3/1/96 4/1/96 Matrix Pharmaceuticals MATX 2.50 23.38 2.75 22.63 3/7/96 4/2/96 Alliance Pharmaceuticals ALLP 2.50 17.25 2.50 16.50 3/11/96 4/2/96 NeoProbe Corp. NEOP 1.75 20.69 1.75 18.50 4/4/96 4/30/96 Fuisz Technologies FUSE 3.00 27.00 3.90 25.00 4/9/96 5/1/96 Neurex Corp. NXCO 3.00 16.75 3.00 22.75 4/3/96 5/1/96 Pathogenesis Corp. PGNS 2.00 13.50 2.50 16.25 3/29/96 5/2/96 GelTex Pharmaceuticals GELX 2.00 22.50 2.50 22.75 4/5/96 5/3/96 Atrix Laboratories Inc. ATRX 2.50 11.38 2.25 11.63 3/29/96 5/3/96 Life Medical Sciences CHAI 2.00 6.75 2.00 6.63 3/20/96 5/3/96 NPS Pharmaceuticals NPSP 2.00 12.25 3.00 16.00 4/9/96 5/8/96 Icos Corp. ICOS 6.00 8.75 6.00 7.63 4/11/96 5/16/96 Aronex Pharmaceuticals Inc. ARNX 6.00 5.06 6.00 5.00 4/10/96 5/23/96 Molecular Biosystems Inc. MB 3.00 9.13 3.60 9.00 4/10/96 5/30/96 Biosource International Inc. BIOI 2.15 6.19 2.50 9.25 5/3/96 6/3/96 Interneuron Pharmaceuticals IPIC 2.50 41.75 3.00 39.00 5/3/96 6/6/96 IDEC Pharmaceuticals Corp. IDPH 1.50 27.13 1.80 24.00 4/16/96 6/20/96 Targeted Genetics Corporation TGEN 3.50 5.13 3.50 4.00 4/1/96 6/26/96 Oravax ORVX 2.50 13.50 2.00 7.25 5/26/96 7/2/96 La Jolla Pharmaceutical LJPC 3.00 7.00 2.00 5.38 6/10/96 7/3/96 Creative Biomolecules CBMI 2.00 7.31 2.00 7.00 6/21/96 7/25/96 Agouron Pharmaceuticals AGPH 2.50 39.25 2.50 30.00 6/12/96 7/30/96 Genzyme Transgenics GZTC 3.00 8.13 3.00 4.00 7/3/96 8/8/96 Vertex Pharmaceuticals VRTX 3.00 33.00 3.00 24.00 6/28/96 8/9/96 Anergen, Inc. ANRG 4.00 4.63 3.50 3.00 7/18/96 8/9/96 Ergo Science ERGO 2.50 16.75 2.50 12.25 7/23/96 8/26/96 T Cell Sciences TCEL 5.00 2.94 5.00 2.19 6/28/96 9/25/96 BioCryst Pharmaceuticals BCRX 2.00 17.00 2.00 10.00 9/25/96 10/24/96 Ligand Pharmaceuticals LGND 2.75 14.75 2.75 12.00 10/15/96 10/25/96 SUGEN SUGN 2.00 13.88 2.00 12.00 6/6/96 10/28/96 Immune Response IMNR 2.50 12.38 2.20 6.50 10/15/96 11/1/96 Amylin Pharmaceuticals AMLN 1.50 13.00 1.75 10.00 First Day Offered Closing Current Offer Shares to First Day Price to Stock Current Current Filing Offer Price to Filed Closing Price to Price Price to Price to Date Amount File Price Shares Price Offer Price 1/3/97 File Price Offer Price ---- ------ ---------- ------ ----- ----------- ------ ---------- ----------- 2/6/96 39.00 -15.5% 0.0% 12.88 -1.0% 13.88 -9.8% 6.7% 2/20/96 40.00 -7.0% 0.0% 20.13 0.6% 21.50 0.0% 7.5% 3/1/96 62.22 -3.2% 10.0% 22.88 1.1% 6.13 -73.8% -72.9% 3/7/96 41.25 -4.3% 0.0% 17.25 4.5% 15.38 -10.9% -6.8% 3/11/96 32.38 -10.6% 0.0% 18.88 2.0% 15.13 -26.9% -18.2% 4/4/96 97.50 -7.4% 30.0% 25.50 2.0% 8.00 -70.4% -68.0% 4/9/96 68.25 35.8% 0.0% 27.88 22.5% 16.50 -1.5% -27.5% 4/3/96 40.63 20.4% 25.0% 18.25 12.3% 21.25 57.4% 30.8% 3/29/96 56.88 1.1% 25.0% 22.75 0.0% 23.00 2.2% 1.1% 4/5/96 26.16 2.2% -10.0% 11.75 1.1% 10.88 -4.4% -6.5% 3/29/96 13.25 -1.9% 0.0% 8.00 20.8% 6.63 -1.9% 0.0% 3/20/96 48.00 30.6% 50.0% 16.25 1.6% 11.75 -4.1% -26.6% 4/9/96 45.75 -12.9% 0.0% 7.88 3.3% 7.63 -12.9% 0.0% 4/11/96 30.00 -1.2% 0.0% 5.06 1.3% 8.88 75.4% 77.5% 4/10/96 32.40 -1.4% 20.0% 10.00 11.1% 7.00 -23.3% -22.2% 4/10/96 23.13 49.4% 16.3% 10.13 9.5% 6.63 7.0% -28.4% 5/3/96 117.00 -6.6% 20.0% 38.38 -1.6% 26.25 -37.1% -32.7% 5/3/96 43.20 -11.5% 20.0% 23.88 -0.5% 22.50 -17.1% -6.3% 4/16/96 14.00 -22.0% 0.0% 4.06 1.6% 4.38 -14.6% 9.4% 4/1/96 14.50 -46.3% -20.0% 7.75 6.9% 5.38 -60.2% -25.9% 5/26/96 10.75 -23.2% -33.3% 5.50 2.3% 5.75 -17.9% 7.0% 6/10/96 14.00 -4.2% 0.0% 7.09 1.3% 10.13 38.5% 44.6% 6/21/96 75.00 -23.6% 0.0% 30.50 1.7% 68.25 73.9% 127.5% 6/12/96 12.00 -50.8% 0.0% 4.06 1.6% 6.25 -23.1% 56.3% 7/3/96 72.00 -27.3% 0.0% 24.44 1.8% 38.25 15.9% 59.4% 6/28/96 10.50 -35.2% -12.5% 3.25 8.3% 3.75 -19.0% 25.0% 7/18/96 30.63 -26.9% 0.0% 12.44 1.6% 12.75 -23.9% 4.1% 7/23/96 10.94 -25.5% 0.0% 2.38 8.5% 1.63 -44.7% -25.7% 6/28/96 20.00 -41.2% 0.0% 12.88 28.8% 15.75 -7.4% 57.5% 9/25/96 33.00 -18.6% 0.0% 12.50 4.2% 15.34 4.0% 27.9% 10/15/96 24.00 -13.5% 0.0% 11.88 -1.0% 12.88 -7.2% 7.3% 6/6/96 14.30 -47.5% -12.0% 6.88 5.8% 8.25 -33.3% 26.9% 10/15/96 17.50 -23.1% 16.7% 10.75 7.5% 12.50 -3.8% 25.0% Completed 1995 Offerings ---------------------------------------------------------------------------------------------- Mean -2.6% 11.3% 6.5% 36.0% 45.6% Median -4.1% 0.0% 2.2% 32.3% 28.8% High 62.6% 75.0% 108.3% 208.6% 266.7% Low -33.3% -50.0% -4.8% -61.5% -64.2% ---------------------------------------------------------------------------------------------- Completed 1996 Offerings ---------------------------------------------------------------------------------------------- Mean -7.2% 10.8% 5.5% -8.0% 2.2% Median -6.8% 0.0% 2.4% -10.9% 0.0% High 52.9% 72.5% 28.8% 98.2% 127.5% Low -50.8% -33.3% -3.3% -73.8% -72.9% ----------------------------------------------------------------------------------------------
Current Current Filing Market Tech. Date Value Value ---- ----- ----- 2/6/96 198.07 148.23 2/20/96 300.53 284.47 3/1/96 130.18 74.78 3/7/96 462.30 390.89 3/11/96 310.64 267.71 4/4/96 162.87 94.21 4/9/96 363.46 338.75 4/3/96 295.31 223.70 3/29/96 310.57 223.84 4/5/96 120.66 86.25 3/29/96 52.44 36.76 3/20/96 138.66 67.44 4/9/96 300.49 245.60 4/11/96 129.19 88.03 4/10/96 122.96 73.66 4/10/96 55.08 41.09 5/3/96 1076.72 904.13 5/3/96 405.36 322.50 4/16/96 88.03 63.59 4/1/96 53.52 20.18 5/26/96 93.51 66.58 6/10/96 315.38 285.21 6/21/96 921.38 13.17 6/12/96 106.71 94.00 7/3/96 805.70 667.68 6/28/96 70.26 51.11 7/18/96 165.95 124.50 7/23/96 40.57 23.72 6/28/96 215.60 172.24 9/25/96 436.93 345.84 10/15/96 166.20 104.26 6/6/96 166.49 115.80 10/15/96 392.50 314.70 - ---------- (1) Excludes unit offerings and shelf-registrations. (2) Issue sold on best efforts basis. (3) Public offering sold to one investor, Amerindo Investment Advisors. Completed Biotechnology Public Equity Follow-On Offerings (1) January 1, 1995 to January 2, 1997 ($ millions except per share data)
Original Total Filing Shares Original Shares Offer Date Issue Date Issuer Ticker Filed File Price Offered Price ---- ---------- ------ ------ ----- ---------- ------- ----- 2/14/95 3/17/95 Inhale Therapeutic Systems INHL 2.00 9.50 1.00 8.00 3/16/95 4/20/95 Vivus VVUS 2.10 15.75 1.80 14.50 3/21/95 4/27/95 The Liposome Company LIPO 3.00 11.13 3.00 9.00 3/3/95 5/12/95 Orphan Medical ORPH 1.50 3.63 2.23 4.00 4/14/95 6/15/95 La Jolla Pharmaceuticals (2) LJPC 3.00 3.69 3.40 3.94 6/27/95 8/1/95 Cephalon CEPH 2.50 17.75 3.00 22.50 6/9/95 8/1/95 Sepracor SEPR 3.00 12.50 4.00 14.50 7/19/95 8/10/95 Northfield Laboratories NFLD 2.50 14.38 2.93 17.75 8/24/95 9/7/95 Interferon Sciences Inc. (2) IFSC 12.00 1.20 12.00 1.20 7/14/95 8/16/95 Guilford Pharmaceuticals (2) GLFD 1.80 7.75 3.00 6.50 8/4/95 8/16/95 Magainin Pharmaceuticals (2) MAGN 2.00 7.88 3.50 10.00 7/14/95 8/17/95 Gilead Sciences GILD 2.50 20.50 4.05 23.25 7/7/95 8/17/95 Neurogen Corp. NRGN 2.50 15.44 2.50 16.00 7/28/95 8/18/95 AutoImmune AIMM 3.00 11.88 3.50 16.00 8/16/95 8/24/95 ImmuLogic Pharmaceutical (3) IMUL 1.00 10.50 1.00 10.00 8/29/95 9/13/95 ImmuLogicPharmaceutical IMUL 2.00 11.13 2.40 10.75 8/4/95 9/15/95 Agouron Pharmaceuticals AGPH 2.00 28.5 3.00 28.00 8/15/95 9/20/95 Alkermes Inc. ALKS 2.00 7.25 2.00 7.00 8/15/95 9/21/95 Vical VICL 2.50 11.88 2.50 12.25 9/1/95 9/22/95 Amylin Pharmaceutical AMLN 2.50 7.88 2.50 8.13 8/17/95 9/22/95 Genzyme Tissue Repair GENZL 3.00 14.75 3.00 15.00 8/9/95 9/22/95 HemaSure HMSR 2.50 11.38 2.50 18.50 9/1/95 9/27/95 Martek Biosciences MATK 2.00 14.50 2.50 15.00 8/25/95 9/29/95 Human Genome Sciences HGSI 2.50 26.50 2.75 21.50 9/26/95 9/29/95 CytoTherapeutics (2) CTII 1.50 9.88 2.30 9.38 8/24/95 10/5/95 Isis Pharmaceuticals ISIP 3.00 13.13 2.50 10.00 9/14/95 10/6/95 Cygnus Inc. CYGN 2.00 18.63 2.00 14.00 9/15/95 10/12/95 Neurex Corporation (2) NXCO 3.00 6.75 3.00 4.50 9/14/95 10/13/95 Genzyme Corporation GENZ 2.50 60.00 2.50 51.25 9/18/95 10/13/95 Somatogen Inc. SMTG 2.50 24.00 1.40 18.00 9/5/95 10/17/95 Matrix Pharmaceutical MATX 3.00 14.25 3.60 13.25 9/13/95 10/18/95 Alteon Inc. ALTN 2.50 12.63 2.00 9.00 9/27/95 10/25/95 Sequus SEQU 3.00 11.75 3.90 11.00 9/25/95 10/27/95 GeneMedicine, Inc. GMED 3.00 9.50 3.00 6.50 10/12/95 11/9/95 Incyte Pharmaceuticals INCY 1.50 21.00 1.70 19.00 9/26/95 11/9/95 Regeneron REGN 3.00 14.88 2.30 10.50 12/22/95 1/24/96 CoCensys Inc. (2) COCN 2.00 8.38 2.43 6.50 10/27/95 1/30/96 Integra Lifesciences Corp. IART 4.00 7.63 4.48 8.25 1/18/96 2/9/96 Procept Inc. PRCT 2.20 3.13 2.20 2.50 1/3/96 2/14/96 MedImmune Inc. MEDI 2.00 18.75 3.45 18.00 1/10/96 2/16/96 Genome Therapeutics Corp. GENE 2.00 8.50 3.00 13.00 1/23/96 2/16/96 Gilead Sciences Inc. GILD 3.50 38.50 4.00 37.75 2/6/96 2/23/96 BioChem Pharma Inc. BCHXF 3.00 43.69 3.50 45.50 2/12/96 3/7/96 Sequana Therapeutics SQNA 1.50 23.25 1.70 19.00 1/29/96 3/8/96 Alpha-Beta Technology Inc. ABTI 2.00 14.88 3.00 14.00 2/9/96 3/8/96 SangStat Medical Corporation SANG 2.00 14.13 3.45 14.00 2/14/96 3/14/96 Oncogene Science Inc. ONCS 2.50 8.63 2.83 9.13 1/22/96 3/15/96 Centocor Inc. CNTO 3.50 28.50 4.03 33.00 2/23/96 3/21/96 Advanced Tissue Sciences, Inc. ATIS 3.00 10.31 3.00 13.25 First Day Offered Closing Current Offer Shares to First Day Price to Stock Current Current Filing Offer Price to Filed Closing Price to Price Price to Price to Date Amount File Price Shares Price Offer Price 1/3/97 File Price Offer Price ---- ------ ---------- ------ ----- ----------- ------ ---------- ----------- 2/14/95 8.00 -15.8% -50.0% 7.88 -1.6% 15.25 60.5% 90.6% 3/16/95 26.10 -7.9% -14.3% 14.06 -3.0% 39.00 147.6% 169.0% 3/21/95 27.00 -19.1% 0.0% 9.00 0.0% 18.50 66.3% 105.6% 3/3/95 8.90 10.3% 48.3% 4.19 4.7% 9.63 165.5% 140.6% 4/14/95 13.39 6.8% 13.3% 3.75 -4.8% 5.75 55.9% 46.0% 6/27/95 67.50 26.8% 20.0% 23.50 4.4% 21.06 18.7% -6.4% 6/9/95 58.00 16.0% 33.3% 15.06 3.9% 16.50 32.0% 13.8% 7/19/95 51.92 23.5% 17.0% 18.25 2.8% 11.50 -20.0% -35.2% 8/24/95 14.40 0.0% 0.0% 2.50 108.3% 1.69 40.6% 40.6% 7/14/95 19.50 -16.1% 66.7% 8.75 34.6% 21.50 177.4% 230.8% 8/4/95 35.00 27.0% 75.0% 10.25 2.5% 9.25 17.5% -7.5% 7/14/95 94.25 13.4% 62.2% 23.50 1.1% 24.50 19.5% 5.4% 7/7/95 40.00 3.6% 0.0% 16.50 3.1% 19.63 27.1% 22.7% 7/28/95 56.00 34.7% 16.7% 16.13 0.8% 15.75 32.6% -1.6% 8/16/95 10.00 -4.8% 0.0% 10.63 6.3% 6.13 -41.7% -38.8% 8/29/95 25.80 -3.4% 20.0% 11.38 5.8% 6.13 -44.9% -43.0% 8/4/95 84.00 -1.8% 50.0% 28.00 0.0% 68.25 139.5% 143.8% 8/15/95 14.00 -3.4% 0.0% 6.88 -1.8% 22.38 208.6% 219.6% 8/15/95 30.63 3.2% 0.0% 13.25 8.2% 16.75 41.1% 36.7% 9/1/95 20.31 3.2% 0.0% 7.75 -4.6% 12.50 58.7% 53.8% 8/17/95 45.00 1.7% 0.0% 15.13 0.8% 7.25 -50.8% -51.7% 8/9/95 46.25 62.6% 0.0% 18.38 -0.7% 6.63 -41.8% -64.2% 9/1/95 37.50 3.4% 25.0% 15.25 1.7% 20.25 39.7% 35.0% 8/25/95 59.13 -18.9% 10.0% 21.75 1.2% 41.00 54.7% 90.7% 9/26/95 21.57 -5.0% 53.3% 9.75 3.9% 9.50 -3.8% 1.3% 8/24/95 25.00 -23.8% -16.7% 10.31 3.1% 18.00 37.1% 80.0% 9/14/95 28.00 -24.8% 0.0% 14.88 6.3% 15.00 -19.5% 7.1% 9/15/95 13.50 -33.3% 0.0% 6.00 33.3% 16.50 144.4% 266.7% 9/14/95 128.13 -14.6% 0.0% 52.63 2.7% 23.13 -61.5% -54.9% 9/18/95 25.20 -25.0% -44.0% 17.75 -1.4% 11.63 -51.6% -35.4% 9/5/95 47.70 -7.0% 20.0% 13.50 1.9% 6.13 -57.0% -53.8% 9/13/95 18.00 -28.7% -20.0% 10.00 11.1% 5.50 -56.4% -38.9% 9/27/95 42.90 -6.4% 30.0% 11.63 5.7% 16.13 37.2% 46.6% 9/25/95 19.50 -31.6% 0.0% 6.56 1.0% 6.19 -34.9% -4.8% 10/12/95 32.30 -9.5% 13.3% 18.25 -3.9% 51.00 142.9% 168.4% 9/26/95 24.15 -29.4% -23.3% 10.25 -2.4% 17.13 15.1% 63.1% 12/22/95 15.80 -22.4% 21.5% 6.81 4.8% 6.56 -21.6% 1.0% 10/27/95 36.92 8.2% 11.9% 9.63 16.7% 4.63 -39.3% -43.9% 1/18/96 5.50 -20.0% 0.0% 2.88 15.0% 1.13 -64.0% -55.0% 1/3/96 62.10 -4.0% 72.5% 19.75 9.7% 16.69 -11.0% -7.3% 1/10/96 39.00 52.9% 50.0% 14.88 14.4% 10.88 27.9% -16.3% 1/23/96 151.00 -1.9% 14.3% 37.75 0.0% 24.50 -36.4% -35.1% 2/6/96 159.25 4.1% 16.7% 46.63 2.5% 49.63 13.6% 9.1% 2/12/96 32.30 -18.3% 13.3% 19.00 0.0% 16.00 -31.2% -15.8% 1/29/96 42.00 -5.9% 50.0% 13.75 -1.8% 10.50 -29.4% -25.0% 2/9/96 48.30 -0.9% 72.5% 15.63 11.6% 28.00 98.2% 100.0% 2/14/96 25.78 5.7% 13.0% 9.88 8.2% 6.38 -26.1% -30.1% 1/22/96 132.83 15.8% 15.0% 34.63 4.9% 34.63 21.5% 4.9% 2/23/96 39.75 28.5% 0.0% 12.81 -3.3% 10.88 5.5% -17.9%
Current Current Filing Market Tech. Date Value Value ---- ----- ----- 2/14/95 180.27 145.98 3/16/95 631.41 577.51 3/21/95 677.10 635.38 3/3/95 58.14 37.65 4/14/95 93.51 76.38 6/27/95 516.39 361.19 6/9/95 449.56 327.46 7/19/95 160.71 100.88 8/24/95 72.57 60.27 7/14/95 300.53 237.89 8/4/95 179.05 146.40 7/14/95 699.70 409.30 7/7/95 278.91 184.49 7/28/95 257.45 187.00 8/16/95 123.87 41.28 8/29/95 123.87 41.28 8/4/95 921.38 830.50 8/15/95 413.31 364.66 8/15/95 257.72 207.70 9/1/95 392.50 352.95 8/17/95 93.65 57.67 8/9/95 53.59 17.31 9/1/95 271.01 228.57 8/25/95 766.82 648.76 9/26/95 146.58 108.16 8/24/95 462.67 394.10 9/14/95 279.42 233.27 9/15/95 363.46 336.14 9/14/95 1661.65 1379.25 9/18/95 240.75 170.38 9/5/95 130.18 74.78 9/13/95 86.37 45.01 9/27/95 471.17 428.72 9/25/95 80.41 45.87 10/12/95 523.62 486.10 9/26/95 439.19 364.25 12/22/95 144.47 113.96 10/27/95 132.05 98.47 1/18/96 15.39 4.34 1/3/96 361.40 280.33 1/10/96 190.35 156.33 1/23/96 699.70 409.30 2/6/96 2619.36 2619.06 2/12/96 161.30 97.54 1/29/96 175.58 121.44 2/9/96 366.97 329.52 2/14/96 139.54 90.20 1/22/96 2393.35 2232.95 2/23/96 407.48 351.84 Completed Biotechnology Public Equity Follow-On Offerings (1) January 1, 1995 to January 2, 1997 ($ millions except per share data)
Original Total Filing Shares Original Shares Offer Date Issue Date Issuer Ticker Filed File Price Offered Price ---- ---------- ------ ------ ----- ---------- ------- ----- 2/6/96 3/22/96 Arris Pharmaceuticals ARRS 3.00 15.38 3.00 13.00 2/20/96 3/22/96 Guilford Pharmaceuticals GLFD 2.00 21.50 2.00 20.00 3/1/96 4/1/96 Matrix Pharmaceuticals MATX 2.50 23.38 2.75 22.63 3/7/96 4/2/96 Alliance Pharmaceuticals ALLP 2.50 17.25 2.50 16.50 3/11/96 4/2/96 NeoProbe Corp. NEOP 1.75 20.69 1.75 18.50 4/4/96 4/30/96 Fuisz Technologies FUSE 3.00 27.00 3.90 25.00 4/9/96 5/1/96 Neurex Corp. NXCO 3.00 16.75 3.00 22.75 4/3/96 5/1/96 Pathogenesis Corp. PGNS 2.00 13.50 2.50 16.25 3/29/96 5/2/96 GelTex Pharmaceuticals GELX 2.00 22.50 2.50 22.75 4/5/96 5/3/96 Atrix Laboratories Inc. ATRX 2.50 11.38 2.25 11.63 3/29/96 5/3/96 Life Medical Sciences CHAI 2.00 6.75 2.00 6.63 3/20/96 5/3/96 NPS Pharmaceuticals NPSP 2.00 12.25 3.00 16.00 4/9/96 5/8/96 Icos Corp. ICOS 6.00 8.75 6.00 7.63 4/11/96 5/16/96 Aronex Pharmaceuticals Inc. ARNX 6.00 5.06 6.00 5.00 4/10/96 5/23/96 Molecular Biosystems Inc. MB 3.00 9.13 3.60 9.00 4/10/96 5/30/96 Biosource International Inc. BIOI 2.15 6.19 2.50 9.25 5/3/96 6/3/96 Interneuron Pharmaceuticals IPIC 2.50 41.75 3.00 39.00 5/3/96 6/6/96 IDEC Pharmaceuticals Corp. IDPH 1.50 27.13 1.80 24.00 4/16/96 6/20/96 Targeted Genetics Corporation TGEN 3.50 5.13 3.50 4.00 4/1/96 6/26/96 Oravax ORVX 2.50 13.50 2.00 7.25 5/26/96 7/2/96 La Jolla Pharmaceutical LJPC 3.00 7.00 2.00 5.38 6/10/96 7/3/96 Creative Biomolecules CBMI 2.00 7.31 2.00 7.00 6/21/96 7/25/96 Agouron Pharmaceuticals AGPH 2.50 39.25 2.50 30.00 6/12/96 7/30/96 Genzyme Transgenics GZTC 3.00 8.13 3.00 4.00 7/3/96 8/8/96 Vertex Pharmaceuticals VRTX 3.00 33.00 3.00 24.00 6/28/96 8/9/96 Anergen, Inc. ANRG 4.00 4.63 3.50 3.00 7/18/96 8/9/96 Ergo Science ERGO 2.50 16.75 2.50 12.25 7/23/96 8/26/96 T Cell Sciences TCEL 5.00 2.94 5.00 2.19 6/28/96 9/25/96 BioCryst Pharmaceuticals BCRX 2.00 17.00 2.00 10.00 9/25/96 10/24/96 Ligand Pharmaceuticals LGND 2.75 14.75 2.75 12.00 10/15/96 10/25/96 SUGEN SUGN 2.00 13.88 2.00 12.00 6/6/96 10/28/96 Immune Response IMNR 2.50 12.38 2.20 6.50 10/15/96 11/1/96 Amylin Pharmaceuticals AMLN 1.50 13.00 1.75 10.00 First Day Offered Closing Current Offer Shares to First Day Price to Stock Current Current Filing Offer Price to Filed Closing Price to Price Price to Price to Date Amount File Price Shares Price Offer Price 1/3/97 File Price Offer Price ---- ------ ---------- ------ ----- ----------- ------ ---------- ----------- 2/6/96 39.00 -15.5% 0.0% 12.88 -1.0% 13.88 -9.8% 6.7% 2/20/96 40.00 -7.0% 0.0% 20.13 0.6% 21.50 0.0% 7.5% 3/1/96 62.22 -3.2% 10.0% 22.88 1.1% 6.13 -73.8% -72.9% 3/7/96 41.25 -4.3% 0.0% 17.25 4.5% 15.38 -10.9% -6.8% 3/11/96 32.38 -10.6% 0.0% 18.88 2.0% 15.13 -26.9% -18.2% 4/4/96 97.50 -7.4% 30.0% 25.50 2.0% 8.00 -70.4% -68.0% 4/9/96 68.25 35.8% 0.0% 27.88 22.5% 16.50 -1.5% -27.5% 4/3/96 40.63 20.4% 25.0% 18.25 12.3% 21.25 57.4% 30.8% 3/29/96 56.88 1.1% 25.0% 22.75 0.0% 23.00 2.2% 1.1% 4/5/96 26.16 2.2% -10.0% 11.75 1.1% 10.88 -4.4% -6.5% 3/29/96 13.25 -1.9% 0.0% 8.00 20.8% 6.63 -1.9% 0.0% 3/20/96 48.00 30.6% 50.0% 16.25 1.6% 11.75 -4.1% -26.6% 4/9/96 45.75 -12.9% 0.0% 7.88 3.3% 7.63 -12.9% 0.0% 4/11/96 30.00 -1.2% 0.0% 5.06 1.3% 8.88 75.4% 77.5% 4/10/96 32.40 -1.4% 20.0% 10.00 11.1% 7.00 -23.3% -22.2% 4/10/96 23.13 49.4% 16.3% 10.13 9.5% 6.63 7.0% -28.4% 5/3/96 117.00 -6.6% 20.0% 38.38 -1.6% 26.25 -37.1% -32.7% 5/3/96 43.20 -11.5% 20.0% 23.88 -0.5% 22.50 -17.1% -6.3% 4/16/96 14.00 -22.0% 0.0% 4.06 1.6% 4.38 -14.6% 9.4% 4/1/96 14.50 -46.3% -20.0% 7.75 6.9% 5.38 -60.2% -25.9% 5/26/96 10.75 -23.2% -33.3% 5.50 2.3% 5.75 -17.9% 7.0% 6/10/96 14.00 -4.2% 0.0% 7.09 1.3% 10.13 38.5% 44.6% 6/21/96 75.00 -23.6% 0.0% 30.50 1.7% 68.25 73.9% 127.5% 6/12/96 12.00 -50.8% 0.0% 4.06 1.6% 6.25 -23.1% 56.3% 7/3/96 72.00 -27.3% 0.0% 24.44 1.8% 38.25 15.9% 59.4% 6/28/96 10.50 -35.2% -12.5% 3.25 8.3% 3.75 -19.0% 25.0% 7/18/96 30.63 -26.9% 0.0% 12.44 1.6% 12.75 -23.9% 4.1% 7/23/96 10.94 -25.5% 0.0% 2.38 8.5% 1.63 -44.7% -25.7% 6/28/96 20.00 -41.2% 0.0% 12.88 28.8% 15.75 -7.4% 57.5% 9/25/96 33.00 -18.6% 0.0% 12.50 4.2% 15.34 4.0% 27.9% 10/15/96 24.00 -13.5% 0.0% 11.88 -1.0% 12.88 -7.2% 7.3% 6/6/96 14.30 -47.5% -12.0% 6.88 5.8% 8.25 -33.3% 26.9% 10/15/96 17.50 -23.1% 16.7% 10.75 7.5% 12.50 -3.8% 25.0% Completed 1995 Offerings ---------------------------------------------------------------------------------------------- Mean -2.6% 11.3% 6.5% 36.0% 45.6% Median -4.1% 0.0% 2.2% 32.3% 28.8% High 62.6% 75.0% 108.3% 208.6% 266.7% Low -33.3% -50.0% -4.8% -61.5% -64.2% ---------------------------------------------------------------------------------------------- Completed 1996 Offerings ---------------------------------------------------------------------------------------------- Mean -7.2% 10.8% 5.5% -8.0% 2.2% Median -6.8% 0.0% 2.4% -10.9% 0.0% High 52.9% 72.5% 28.8% 98.2% 127.5% Low -50.8% -33.3% -3.3% -73.8% -72.9% ----------------------------------------------------------------------------------------------
Current Current Filing Market Tech. Date Value Value ---- ----- ----- 2/6/96 198.07 148.23 2/20/96 300.53 284.47 3/1/96 130.18 74.78 3/7/96 462.30 390.89 3/11/96 310.64 267.71 4/4/96 162.87 94.21 4/9/96 363.46 338.75 4/3/96 295.31 223.70 3/29/96 310.57 223.84 4/5/96 120.66 86.25 3/29/96 52.44 36.76 3/20/96 138.66 67.44 4/9/96 300.49 245.60 4/11/96 129.19 88.03 4/10/96 122.96 73.66 4/10/96 55.08 41.09 5/3/96 1076.72 904.13 5/3/96 405.36 322.50 4/16/96 88.03 63.59 4/1/96 53.52 20.18 5/26/96 93.51 66.58 6/10/96 315.38 285.21 6/21/96 921.38 13.17 6/12/96 106.71 94.00 7/3/96 805.70 667.68 6/28/96 70.26 51.11 7/18/96 165.95 124.50 7/23/96 40.57 23.72 6/28/96 215.60 172.24 9/25/96 436.93 345.84 10/15/96 166.20 104.26 6/6/96 166.49 115.80 10/15/96 392.50 314.70 - ---------- (1) Excludes unit offerings and shelf-registrations. (2) Issue sold on best efforts basis. (3) Public offering sold to one investor, Amerindo Investment Advisors. Biotechnology Offerings in Registration (1) As of January 2, 1997 ($ millions except per share data)
File Price/ Mid-Point Stock Shares of Filing Price Filing Date Issuer Ticker Filed Range 1/3/97 - ----------- ---------------------------- ------ ------ ----------- ------ Initial Public Offerings 4/26/96 Cell Therapeutics CTIC 3.50 11.00 NM 6/6/96 Progenitor PGEN 2.50 12.00 NM 7/3/96 Immusol IMSL 3.00 10.00 NM 7/16/96 Ingenex INGX 1.85 9.00 NM 8/9/96 Alanex Corporation ALNX 2.50 11.00 NM 8/22/96 Transcend Therapeutics, Inc. TSND 2.00 13.00 NM 9/3/96 Introgen Therapeutics, Inc. INGN 3.20 11.00 NM 10/7/96 Progenics Pharmaceuticals PRGN 2.00 12.00 NM 11/1/96 Aastrom Biosciences ASTM 3.25 9.00 NM 11/22/96 Virologix -- 1.15 6.00 NM 12/11/96 Coulter Pharmaceuticals CLTR 2.50 13.00 NM 12/12/96 ILEX Oncology ILXO 2.50 12.00 NM 12/18/96 Chemgenics Pharmaceuticals CGNS 2.50 12.00 NM Follow-On Offerings 6/14/96 Pharmacyclics PCYC 2.00 18.25 15.88 8/16/96 Synbiotics SBIO 1.24 3.94 3.19 11/14/96 Myriad Genetics MYGN 1.70 28.50 24.25 12/19/96 Cambridge Neuroscience CNSI 2.00 13.25 11.25 Post-Money ------------------------------------------ Primary Fully-Diluted ------------------------------------------ Market Tech Market Tech Filing Date Value Value Value Value Underwriters - ----------- ------ ----- ------ ----- -------------------------------------------- Initial Public Offerings 4/26/96 114.50 56.59 170.15 68.14 CS First Boston 6/6/96 87.53 60.30 95.12 63.64 Vector/Tucker Anthony/Genesis Merchant Group 7/3/96 129.84 105.22 147.94 123.12 Painewebber/Needham/Sutro 7/16/96 43.60 30.84 50.35 35.67 Kaufman Bros. 8/9/96 68.72 39.38 84.18 53.95 PaineWebber/Needham/Sutro 8/22/96 74.74 48.61 79.68 53.10 Vector/Tucker Anthony 9/3/96 119.50 80.49 128.97 88.65 PaineWebber/Genesis Merchant Grp 10/7/96 102.65 78.01 126.43 90.97 Oppenheimer/Vector 11/1/96 119.12 85.71 129.31 88.54 Cowen/J.P. Morgan 11/22/96 21.21 15.00 22.40 15.86 Rickel & Associates 12/11/96 130.13 77.25 148.02 93.45 H&Q/Alex Brown/Pacific-Growth 12/12/96 140.16 89.44 153.85 96.38 Salomon/Cowen/SBI 12/18/96 121.25 82.74 155.15 90.24 Cowen/Montgomery Follow-On Offerings 6/14/96 192.13 133.95 215.32 146.09 Morgan Stanley/Cowen/Invemed 8/16/96 28.53 17.57 28.53 17.57 - 11/14/96 291.58 185.13 331.29 211.78 Cowen/UBS 12/19/96 225.26 173.41 244.63 182.75 Robertson Stephens/Paine Webber
- ---------- (1) Excludes unit offerings and shelf-registrations. EX-99.(B)(3) 3 EXH. 99.(B)(3) MORGAN STANLEY & CO. INC. PRESENTAT PROJECT 007 Presentation Materials January 6, 1997 MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Table of Contents SECTION I TRANSACTION OVERVIEW Recent News Summary Closing Share Price and Volume Analysis Analysis of Shareholdings Analysis of Option Holdings SECTION II VALUATION INDICATIONS Summary of Valuation Analyses Acquisition Matrix Key Pricing Parameters (Precedent Transactions Analysis) Discounted Cash Flow Analysis SECTION III SHARE PRICE PERFORMANCE Annotated Price Graph Biotech Indexed Price Performance Since IPO Biotech Indexed Price Performance Since Initial Offer Date APPENDIX A Discounted Cash Flow Analysis - Base Case B Weighted Average Cost of Capital Analysis MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Recent News Summary Date Summary Description - ----------------- ------------------------------------------------------------ December 10, 1996 Preliminary results announced from European Phase I/II clinical trials to support multiple myeloma patients undergoing high dose chemotherapy. Results for the seven patients showed that the median time to successful engraftment (recovery) of neutrophils (white blood cells) was 11 days and was 13 days for platelet independence. December 4, 1996 FDA accepted a filing to initiate a gene therapy trial using hematopoietic stem-cells to treat HIV-infected patients. November 22, 1996 Initiated clinical trials of hematopoietic stem cell transplants to support non-Hodgkin's lymphoma and breast cancer patients undergoing high dose chemotherapy. October 28, 1996 007 independent directors reject Sandoz's offer. MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Closing Share Price and Volume Analysis 02-Jan-96 to Present - --------------------------------------------- Revised Offer Price - --------------------------------------------- Premium Over Current Price(1) 29.5% 1 Day Prior to Initial Offer(2) 77.3% 30 Days Prior to Initial Offer(3) 51.5% - --------------------------------------------- - --------------------------------------------- Initial Offer Price - --------------------------------------------- Premium Over Current Price(1) 12.9% 1 Day Prior to Initial Offer(2) 54.5% 30 Days Prior to Initial Offer(3) 32.0% - --------------------------------------------- [Line graph repesenting the closing share price and stock trading volume from January 2, 1996 through January 3, 1997] MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Analysis of Shareholdings
Primary % Fully % Equity Shares Primary Diluted Fully Shareholders Orientation Outstanding(5) Shares Options(6) Shares(7) Diluted(7) - -------------------------------------- -------------------- --------------- --------- ------------ ----------- ------------ Institutions(1) Morgan J P & Company, Inc.(2) Growth 1,487,323 10.3% 0 1,487,323 9.2% Aetna Services Inc N/A 249,103 1.7% 0 249,103 1.5% W T G & Co. L P N/A 221,000 1.5% 0 221,000 1.4% Calif Public Emp Ret Sys Growth 109,099 0.8% 0 109,099 0.7% New York State Teachers Retirement Index 95,600 0.7% 0 95,600 0.6% Barclays Bank PLC Index 69,614 0.5% 0 69,614 0.4% Schroder Wertheim & Co Value 47,600 0.3% 0 47,600 0.3% Mellon Bank Corporation Index,Value 41,643 0.3% 0 41,643 0.3% Bear Stearns & Co Value 34,450 0.2% 0 34,450 0.2% Kellner Dileo & Co. Growth 29,800 0.2% 0 29,800 0.2% First Manhattan Co. Value 26,610 0.2% 0 26,610 0.2% Dimensional Fund Advisors. Quant. 24,649 0.2% 0 24,649 0.2% ANB Investment Mgmt Growth,Value 23,400 0.2% 0 23,400 0.1% Arnhold & S. Bleichroeder Value,Growth 18,800 0.1% 0 18,800 0.1% Remaining 9 Institutions 63,514 0.4% 0 63,514 0.4% ------------ --------- ------------- ----------- ------------ Total Institutional Holdings 2,542,205 17.5% 0 2,542,205 15.7% Beneficial/Directors and Officers(3) Position --------------------- Sandoz Biotech Holdings Corp. 10,610,099 73.2% 0(7) 10,610,099 65.6% John J. Schwartz President,CEO 31,000 0.2% 209,487 240,487 1.5% Irving L. Weissman Director 144,603 1.0% 13,459 158,062 1.0% Joesph J. Ruvane, Jr. Chairman of the Board 0 0.0% 48,362 48,362 0.3% Harold Edgar Director 8,275 0.1% 34,439 42,714 0.3% Other Insiders (14 individuals)(4) 6,800 0.0% 166,540 173,340 1.1% ------------ --------- ------------- ----------- ------------ Total Insider Holdings 10,800,777 74.5% 472,287(7) 11,273,064 69.7% Other Holdings 1,155,987 8.0% 1,203,003(8) 2,358,990 14.6% ------------ --------- ------------- ----------- ------------ Total Shares Outstanding 14,498,969 100.0% 1,675,290 16,174,259 100.0% ============ ========= ============= =========== ============
Notes: (1) Based on the latest 13(f) filings as of 9/96 of investment companies and institutions. (2) Includes 1,251,871 shares of common stock held by Morgan Guaranty Company of New York as a result of Eli S. Jacob's bankruptcy. (3) Based on 6/1/96 Proxy Statement including beneficial interests and on 9/30/95 option holdings information. (4) Represents directors and executive officers owning less than 40,000 shares of common stock plus options. (5) Based on common stock outstanding as of 10/31/96 from the 9/30/96 10-Q. (6) Includes all outstanding options (includes options not currently exercisable or in the money). (7) Excludes 1,367,600 warrants held by Sandoz Biotech Holdings Corp. (8) Includes options held by other employees, consultants and SARL of 007. MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Analysis of Option Holdings(1) - -------------------------------------------------------------------------------- Total Options Outstanding: 1,675,290 Average Exercise Price: $14.79 - -------------------------------------------------------------------------------- ================================================================================ Options in the Number of Money/ Options in the Total Options Total Cost Offer Price Money Outstanding to Sandoz - ----------------- -------------- ------------------ ----------------- $17.00 1,132,567 67.6% 4,035,740 17.13 1,132,567 67.6% 4,177,311 17.25 1,255,317 74.9% 4,318,881 17.38 1,255,317 74.9% 4,475,796 17.50 1,255,317 74.9% 4,632,711 17.63 1,255,317 74.9% 4,789,625 17.75 1,255,317 74.9% 4,946,540 17.88 1,255,317 74.9% 5,103,455 18.00 1,255,317 74.9% 5,260,369 18.13 1,255,317 74.9% 5,417,284 18.25 1,255,317 74.9% 5,574,198 18.38 1,255,317 74.9% 5,731,113 18.50 1,270,317 75.8% 5,888,028 18.63 1,270,317 75.8% 6,046,817 18.75 1,270,317 75.8% 6,205,607 18.88 1,270,317 75.8% 6,364,397 19.00 1,273,317 76.0% 6,523,186 19.25 1,417,564 84.6% 6,841,515 19.50 1,417,564 84.6% 7,195,906 19.75 1,417,564 84.6% 7,550,297 20.00 1,418,814 84.7% 7,904,688 21.00 1,418,814 84.7% 9,323,502 23.00 1,430,814 85.4% 12,176,130 25.00 1,461,264 87.2% 15,091,133 30.00 1,611,264 96.2% 22,584,953 35.00 1,623,264 96.9% 30,644,273 40.00 1,638,264 97.8% 38,820,593 41.25 1,675,290 100.0% 40,868,423 ================================================================================ Note: (1) Based on option holdings information as of 09/30/95. MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Summary of Valuation Analyses ($MM) [The following table was represented as a line graph in the printed material.] Price 1 Day Prior to Current Market Initial Offer Revised Offer Initial Offer Price Price Price $11.00(2) $15.06(3) $17.00 $19.50 ------------------------------------------------------------------- 1996 Trading Range $11.00-$18.63 Pre-Announcement Trading Range(4) $11.00-$16.75 Precedent Transactions Analysis $13.42-$18.69 DCF Base Case(5) (HSC on-line 2001) $12.62-$19.72 DCF Downside Case(6) (HSC on-line 2001) $2.70-$7.24 Per Share Value ($/share) Primary(1) Equity Value ($MM) Notes: (1) Based on 14.5MM primary shares outstanding. (2) As of 5/23/96. (3) As of 1/3/97. (4) Last twelve months prior to announcement of initial Sandoz offer. (5) Based on discounted cash flow analysis with probability adjustments of 100%, 75% and 50% (1997-2002, 2003, 2004-2007, respectively) and 15.0$ to 16.0% discount rates using 17.0x to 20.0x P/E exit multiples. (6) Adjusted base case reflects probability adjustments of 100%, 50% and 33% (1997-2002, 2003, 2004-2007, respectively). MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Acquisition Matrix Premiums Based on Price ($MM, except per share amounts)
Premium to: ----------------------------------------------------------------------- Net Price Prior to Initial Price Primary Equity Value Pre-Tax Total Equity Offer: Pre-Announcement(6) Per Equity of Pub. Trad. Option Purch. Price Current Prev. Buy-in ---------------------- --------------------- Share Value(1) Shares(2) Cost(3) for Sandoz(4) Price Price(5) 30 Days 1 Day High Low - ------- -------- ------------ ------- -------------- ------- ------------ ----------- ---------- ---------- --------- 01/03/97 01/31/95 04/24/96 05/23/96 01/05/96 05/23/96 $15.06 $16.63 $12.88 $11.00 $16.75 $11.00 ----------------------------------------------------------------------- $11.00 $159.5 $42.8 1.533 $44.3 -27.0% -33.8% -14.6% 0.0% -34.3% 0.0% 12.00 174.0 46.7 1.681 48.3 -20.3% -27.8% -6.8% 9.1% -28.4% 9.1% 13.00 188.5 50.6 1.895 52.5 -13.7% -21.8% 1.0% 18.2% -22.4% 18.2% 14.00 203.0 54.4 2.225 56.7 -7.0% -15.8% 8.7% 27.3% -16.4% 27.3% 15.00 217.5 58.3 2.632 61.0 -0.4% -9.8% 16.5% 36.4% -10.4% 36.4% 16.00 232.0 62.2 3.175 65.4 6.2% -3.8% 24.3% 45.5% -4.5% 45.5% - ----------------------------------------------------------------------------------------------------------------------------------- 17.00 246.5 66.1 4.036 70.1 12.9% 2.2% 32.0% 54.5% 1.5% 54.5% - ----------------------------------------------------------------------------------------------------------------------------------- 17.13 248.3 66.6 4.177 70.8 13.7% 3.0% 33.0% 55.7% 2.2% 55.7% 17.25 250.1 67.1 4.319 71.4 14.5% 3.8% 34.0% 56.8% 3.0% 56.8% 17.38 251.9 67.6 4.476 72.0 15.4% 4.5% 35.0% 58.0% 3.7% 58.0% 17.50 253.7 68.1 4.633 72.7 16.2% 5.3% 35.9% 59.1% 4.5% 59.1% 17.63 255.5 68.5 4.790 73.3 17.0% 6.0% 36.9% 60.2% 5.2% 60.2% 17.75 257.4 69.0 4.947 74.0 17.9% 6.8% 37.9% 61.4% 6.0% 61.4% 17.88 259.2 69.5 5.103 74.6 18.7% 7.5% 38.8% 62.5% 6.7% 62.5% 18.00 261.0 70.0 5.260 75.3 19.5% 8.3% 39.8% 63.6% 7.5% 63.6% 18.50 268.2 71.9 5.888 77.8 22.8% 11.3% 43.7% 68.2% 10.4% 68.2% 19.00 275.5 73.9 6.523 80.4 26.2% 14.3% 47.6% 72.7% 13.4% 72.7% - ----------------------------------------------------------------------------------------------------------------------------------- 19.50 282.7 75.8 7.196 83.0 29.5% 17.3% 51.5% 77.3% 16.4% 77.3% - ----------------------------------------------------------------------------------------------------------------------------------- 20.00 290.0 77.8 7.905 85.7 32.8% 20.3% 55.3% 81.8% 19.4% 81.8%
Notes: (1) Based on primary shares outstanding of 14.499MM as of 10/31/96 from the 9/30/96 10-Q. (2) Excludes shares already owned by Sandoz (10.610MM). (3) Based on option holdings information as of 09/30/95. (4) Total Equity Purchase Price equals Equity Value of Shares not already owned + Net Option Cost. Assumes no Debt or excess Cash. (5) Purchase price assumed equal to total investment of $80.00 MM less $3.25MM in value of warrants divided by 4.616 MM purchased shares. Refers to 01/31/95 announced Sandoz investment in 007, increasing holding to 71.6% on a fully diluted basis; presently 68.4% on a fully diluted basis including all outstanding options and warrants. (6) From 05/24/95 to 05/23/96. Last twelve months prior to announcement. MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- Key Pricing Parameters (Precedent Transactions Analysis
Market Prices Price -------------- Current Stock Price (January 3, 1997) $15.06 1996 Low to High Trading Range Pre-Offer (January 1 to May 23, 1996) 11.00 - 16.75 Price 30 Days Prior to Offer (April 24, 1996) 12.88 Price 1 Day Prior to Offer (May 23, 1996) 11.00 Low to High Trading Range Between Offer and Rejection (May 24 to October 28, 1996) 14.98 - 18.63 Low to High Trading Range Between Rejection and Present 14.00 - 15.63 Biotechnology Sector Market Performance Since Offer General U.S. Market (S&P 500) 9.6% Tier I Biotech Companies (Tier I Biotech Index)(1) (4.9) Tier II and III Tier Biotech Companies (Gene Therapy and Transgenic Index)(2) (19.9) Offer Price Implications Premium over Price --------------------------- Value of Net P/T Total % Options Prior to Initial Offer: Premium over Stock Minority Option Transaction Outstanding --------------------------- Current Price Interest(3) Cost(4) Cost in the Money 30 Days 1 Day Price - ---------- ------------ --------- ------------ ------------- ----------- ---------- ------------ $17.00 $66.1 $4.0 $70.1 67.6% 32.0% 54.5% 12.9% 19.50 75.8 7.2 83.0 76.0 51.5 77.3 29.5 Precedent Transactions Premium over Price Prior to Offer: Average ----------------------------- Implied 007 Precedent Transaction 30 Days 1 Day Stock Price - -------------------------------------- ------------ ----------- ------------ Biotech Minority Squeeze-Outs RPR/AISX (10/95) 46.9% 67.9% $18.69 Failed - AHP/IMNX (11/95) 4.5 20.8 13.37 Biotech 100% Control Transactions 47.0 64.7 18.52 Selected Biotech Majority Partial Purchases 57.9 38.5 17.79 Minority Squeeze-Outs 1994-1995 11.0 14.0 13.42 1992-1993 15.5 14.0 13.71 1990-1991 34.0 28.0 15.67 1987-1989 30.0 15.0 14.69 Transactions (1987-1995) 28.0 18.5 14.76 Selected Biotech Minority Investments Transactions after 1/1/94 22.7 20.1 14.50 Transactions after 1/1/91 24.6 20.1 14.62 All Transactions 24.6 20.1 14.62 Sandoz/007 (1/95) (5.0) 4.0 NM Sandoz/007 (12/91) 60.0 110.0 21.85 - -------------------------------------------------------------------------------------------------------------------- Relevant Range $13.42-$18.69 - --------------------------------------------------------------------------------------------------------------------
Notes: (1) Includes AMGN, BGEN, CHIR, CNTO, GENIZ, GENZ, GNE, GNSA, IMNX and SYGN. (2) Includes AISX, CEGE, CEPH, CPRO, IMNR and VICL. (3) Assumes 3.889 MM primary shares outstanding. (4) Assumes 1.675MM options outstanding with exercise prices ranging from $.01 to $41.25. (90%, 95% and 100% of options would be in the money at prices of $28.75, $28.75 and $41.25.) MORGAN STANLEY PROJECT 007 - -------------------------------------------------------------------------------- DCF Assumptions I. General Assumptions o 2.0% candidate base growth per annum o Indications for aggressive (i.e., high dose or myelosuppressive) chemotherapy only. All patients over age 65 excluded o European incidence 1.5 times U.S. incidence and 50% of U.S. market estimates for treatment o Japan incidence 0.5 times U.S. incidence and 50% of U.S. market estimates for treatment o Treatment price increase of 2.0% per annum o Assumes product launch in 2001. Stem Cell Treatments (Isolated Stem Cells, with switchover four years later to Expanded Progenitor/Stem Cells upon introduction, through bone marrow or autologous treatments). Isolated treatment phased out prior to launch of expanded treatment
Assumptions Comments --------------------------------- -------------------------------------------------- II. Revenues A. Revenue-Generating Products Isolated Stem Cell Treatment o Company has administered European Phase I/II clinical trials Expanded Stem Cell Treatment Follows four years after ISC introduction B. Indications for Stem Cell Hematologic Cancers Leukemia, Multiple Myeloma and Lymphoma Treatment Solid Tumors Cancers Breast, Ovarian and Small Cell Lung
MORGAN STANLEY -8- PROJECT 007 - -------------------------------------------------------------------------------- DCF Assumptions (continued)
Assumptions ------------------------------------------------------------------- C. Incidence and Clinically US Incidence US Candidates Eligible Candidates ------------ ------------- Leukemia 22,900 12,480 Lymphoma (includes Hodgkin's, Non-Hodgkin's) and Multiple Myeloma 63,700 16,449 Breast 183,000 21,960 Other (includes small cell 64,500 17,752 lung and ovarian) ------- ------ Total 334,100 68,641 ======= ====== European incidence assumed to be 1.5 times U.S. incidence with 50% of U.S. market penetration rates Japan incidence assumed to be 0.5 times U.S. incidence with 50% of U.S. market penetration rates
Comments - -------------------------------------------------- o Smaller candidate population: high dose chemotherapy and no patients over 65 o Base candidate growth by 2.0% per annum
D. Market Penetration 2001 2003 2005 2007 ---- ---- ---- ---- (Candidates Treated by the Company as a % of Leukemia 2.3% 17.5% 37.1% 55.0% Total Base Candidates) Lymphoma (includes Hodgkin's, Non-Hodgkin's) and Multiple Myeloma 4.1 18.5 31.8 40.8 Breast 1.5 5.0 10.9 15.4 Other (includes small 1.5 3.8 7.1 9.4 cell lung and ovarian)
Comments - -------------------------------------------------- o Market shares are disease-specific o Company is no longer first-to-market with stem cell treatments MORGAN STANLEY -9- PROJECT 007 - -------------------------------------------------------------------------------- DCF Assumptions (continued)
Assumptions Comments -------------------------------------- -------------------------------------------------- E. Treatments Per Patient Isolated Stem Cells -- 1 o Includes Hematologic Cancers and Solid Per Year Tumor Cancers Expanded Stem Cells a. Hematologic Cancers -- 1 (ablative chemotherapy) b. Solid Tumor Cancers -- 4 (high dose chemotherapy) F. Pricing Per Treatment Isolated Stem Cells (2001 - 2004) o 2.0% increase in price per patient per year a. Hematologic Cancers -- $10,800 b. Solid Tumor Cancers -- $8,100 Expanded Stem Cells (2005 - 2007) a. Hematologic Cancers -- $15,000 b. Solid Tumor Cancers -- $3,750 European price equal to U.S. Japan price equal to U.S.
MORGAN STANLEY -10- PROJECT 007 - -------------------------------------------------------------------------------- DCF Assumptions (continued)
Assumptions Comments -------------------------------------- -------------------------------------------------- G. Non-Product Revenue Revenue from Collaborative Agreements o Revenue from collaborative agreements and ------------------------------------- grants assumed to be phased out upon 1997 $3.9MM product launch 1998 3.8MM 1999 1.5MM 2000 2.0MM 2001 2.5MM No revenue from 2002 forward Revenue from Grants ------------------- 1997 $0.5MM 1998 0.3MM 1999 0.3MM 2000 0.3MM 2001 0.3MM No revenue from 2002 forward H. Other Income (Expense) No other income assumed from 1997 forward I. Potential Upside Gene therapy for HIV o Costs and potential revenue are currently excluded from the model due to highly speculative nature at present and high probability discount
MORGAN STANLEY -11- PROJECT 007 DCF Assumptions - -------------------------------------------------------------------------------- (continued)
Assumptions Comments ------------------------------------------------ -------------------------------------------- III. Expenses A. Cost of Goods Sold Isolated Stem Cells o Higher costs in early years 33% of Sales (2001-2004) Expanded Stem Cells 19% of Sales (2005-2006) 17% of Sales thereafter B. Unabsorbed Manufacturing Monoclonal Antibody (MAbs) Production Costs o Monoclonal antibody production costs Costs 1997 $2.8MM phased out as centers become operational 1998 2.8MM 1999 2.9MM 2000 3.0MM 2001 2.7MM 2002 1.4MM Center Operating Costs o 12 centers opened through 2007 2003 $4.8MM 2004 0.8MM 2005 0.9MM 2006 0.9MM 2007 3.6MM
MORGAN STANLEY -12- PROJECT 007 DCF Assumptions - -------------------------------------------------------------------------------- (continued)
Assumptions Comments ------------------------------------------------ -------------------------------------------- C. Research & Development 1997 $50.0MM o Includes product development costs 1998 55.5MM 1999 60.0MM 5% growth thereafter % of Sales --------------------------------------- D. Clinical & Regulatory, Clinical & Sales & General & o Smaller expenditures, particularly in the Marketing & Sales and Regulatory Marketing Administrative out years General & Administrative ---------- --------- -------------- 2002 13.3% 6.9% 9.6% 2003 6.5 4.3 6.0 2004 4.4 3.0 4.2 2005 3.4 2.4 3.4 2006 2.9 2.1 3.0 2007 2.6 1.9 2.7 E. Income Tax Rate 41% o Full NOL utilization assumed when 007 achieves positive earnings, except for terminal year
MORGAN STANLEY -13- PROJECT 007 DCF Assumptions - -------------------------------------------------------------------------------- (continued)
Assumptions Comments ------------------------------------------------ -------------------------------------------- IV. Cash Flow Depreciation & A. Depreciation & Amortization Capital Expenditure o Much greater capital expenditures in Amortization and Capital ---------------- ------------------- the early years, but substantially Expenditure 1997 $7.5MM $26.1MM lower after 1997 1998 8.2MM 3.0MM 1999 8.9MM 3.0MM 2000 9.6MM 3.5MM 2001 11.1MM 15.7MM 2002 11.1MM 9.2MM 2003 11.1MM 9.7MM 2004 11.7MM 14.9MM 2005 15.8MM 15.4MM 2006 15.1MM 10.2MM 2007 18.3MM 17.4MM B. Investment in Non-Cash 20% of Change in Sales o Based on working capital needs of Working Capital comparable biotech companies
MORGAN STANLEY -14- PROJECT 007 DCF Assumptions - -------------------------------------------------------------------------------- (continued)
Assumptions Comments ------------------------------------------------ -------------------------------------------- V. DCF Valuation A. Price/Earnings Exit 17.0x-20.0x o Expected P/E multiple for mature Multiple biotech company after product introduction B. Discount Rate 15.0%-16.0% o Based on weighted average cost of capital analysis for Tier I and Tier II representative biotech companies. Upon product launch, 007 would be considered a Tier I/II biotech company C. Cash and Debt Cash and Cash Equivalents -- $4.0MM o Cash and debt balances projected for Short-term Investments -- $37.5MM 12/31/96 based on adjusting 9/30/96 Debt (capital lease obligations) -- $5.5MM 10-Q data by incremental change between 6/30/96 and 9/30/96 data
MORGAN STANLEY -15- PROJECT 007 DCF Assumptions - -------------------------------------------------------------------------------- (continued)
Assumptions Comments ------------------------------------------------ -------------------------------------------- D. Options Option proceeds -- $20.4MM o 1,417,564 options outstanding with an exercise price of $19.50 or below (out of total number of options, 1,675,290) o 257,726 options assumed to be cancelled due to exercise price in excess of $19.50 offer price E. Common Shares Outstanding Fully diluted shares -- 15.9MM o Includes 14.5MM primary shares outstanding as of 10/31/96 from 9/30/96 10-Q
MORGAN STANLEY -16- PROJECT 007 DCF Assumptions - -------------------------------------------------------------------------------- (continued)
Assumptions Comments ------------------------------------------------ -------------------------------------------- F. Probability Weighting Base Case o In line with other biotech/gene Factor therapy valuation approaches given Prior to product launch -- 100% stage of development and milestones After product launch yet to be reached 2001-2002 -- 100% 2003 -- 75% 50% thereafter Downside Case Prior to product launch -- 100% After product launch 2001-2002 -- 100% 2003 -- 50% 33% thereafter
MORGAN STANLEY -17- PROJECT 007 - -------------------------------------------------------------------------------- Discounted Cash Flow Analysis Base Case ($000, except otherwise noted) ------------------------------- ------------------------------- P/E Exit Multiple 17.0x 18.5x ------------------------------- ------------------------------- Discount Rate 15.0% 15.5% 16.0% 15.0% 15.5% 16.0% ------------------------------- ------------------------------- PV of 1st Year Cash Flow ($86,738) ($86,550) ($86,363) ($86,738) ($86,550) ($86,363) PV of Cash Flows 2 thru 6 @ 100.0% (239,750) (236,478) (233,273) (239,750) (236,478) (233,273) PV of Cash Flows 7 @ 75.0% (5,993) (5,827) (5,665) (5,993) (5,827) (5,665) PV of Cash Flows 8 thru 11 @ 50.0% 92,867 89,155 85,608 92,867 89,155 85,608 PV of Terminal Value @ 50.0% 422,473 402,785 384,094 459,750 438,325 417,984 ------------------------------- ------------------------------- Asset Value $182,859 $163,085 144,400 $220,136 $198,625 178,291 Less Debt (1) 5,524 5,524 5,524 5,524 5,524 5,524 Plus Options Proceeds (2) 20,447 20,447 20,447 20,447 20,447 20,447 Plus Excess Cash (1) 41,518 41,518 41,518 41,518 41,518 41,518 ------------------------------- ------------------------------- Equity Value $239,299 $219,526 $200,841 $276,577 $255,066 $234,732 =============================== =============================== Per Share (3) $15.03 $13.79 $12.62 $17.38 $16.03 $14.75 Probability Wtd. Terminal Value @ 50.0% 1,965,510 1,965,510 1,965,510 2,138,937 2,138,937 2,138,937 =============================== ===============================
------------------------------- P/E Exit Multiple 20.0x ------------------------------- Discount Rate 15.0% 15.5% 16.0% ------------------------------- PV of 1st Year Cash Flow ($86,738) ($86,550) ($86,363) PV of Cash Flows 2 thru 6 @ 100.0% (239,750) (236,478) (233,273) PV of Cash Flows 7 @ 75.0% (5,993) (5,827) (5,665) PV of Cash Flows 8 thru 11 @ 50.0% 92,867 89,155 85,608 PV of Terminal Value @ 50.0% 497,027 473,865 451,875 ------------------------------- Asset Value $257,413 $234,165 212,182 Less Debt (1) 5,524 5,524 5,524 Plus Options Proceeds (2) 20,447 20,447 20,447 Plus Excess Cash (1) 41,518 41,518 41,518 ------------------------------- Equity Value $313,854 $290,606 $268,622 =============================== Per Share (3) $19.72 $18.26 $16.88 Probability Wtd. Terminal Value @ 50.0% 2,312,364 2,312,364 2,312,364 =============================== Notes: (1) Cash and Debt projected for 12/31/96. Adjusted by applying incremental difference from 6/30 to 9/30/96 balance to 9/30 10-Q data. (2) Assumes exercise of 1,417,564 options at an exercise price of $19.50 or below (out of total number of options, 1,675,290). (3) Based on 15.9MM fully diluted shares outstanding (including 1.418MM options exercisable at or below a price of $19.50) as of 10/31/96 from 9/30/96 10-Q. MORGAN STANLEY -18- PROJECT 007 - -------------------------------------------------------------------------------- Discounted Cash Flow Analysis Downside Case ($000, except otherwise noted)
----------------------------------------- ---------------------------------------- P/E Exit Multiple 17.0x 18.5x ----------------------------------------- ---------------------------------------- Discount Rate 15.0% 15.5% 16.0% 15.0% 15.5% 16.0% ----------------------------------------- ---------------------------------------- PV of 1st Year Cash Flow ($86,738) ($86,550) ($86,363) ($86,738) ($86,550) ($86,363) PV of Cash Flows 2 thru 6 @ 100.0% (239,750) (236,478) (233,273) (239,750) (236,478) (233,273) PV of Cash Flows 7 @ 50.0% (3,996) (3,885) (3,777) (3,996) (3,885) (3,777) PV of Cash Flows 8 thru 11 @ 33.0% 61,292 58,843 56,501 61,292 58,843 56,501 PV of Terminal Value @ 33.0% 278,832 265,838 253,502 303,435 289,294 275,870 ----------------------------------------- ---------------------------------------- Asset Value $9,641 ($2,232) (13,410) $34,244 $21,224 8,958 Less Debt (1) 5,524 5,524 5,524 5,524 5,524 5,524 Plus Options Proceeds (2) 20,447 20,447 20,447 20,447 20,447 20,447 Plus Excess Cash (1) 41,518 41,518 41,518 41,518 41,518 41,518 ----------------------------------------- ---------------------------------------- Equity Value $66,082 $54,208 $43,031 $90,685 $77,665 $65,399 ========================================= ======================================== Per Share (3) $4.15 $3.41 $2.70 $5.70 $4.88 $4.11 Probability Wtd. Terminal Value @ 33.0% 1,297,236 1,297,236 1,297,236 1,411,699 1,411,699 1,411,699 ----------------------------------------- ----------------------------------------
-------------------------------------- P/E Exit Multiple 20.0x -------------------------------------- Discount Rate 15.0% 15.5% 16.0% -------------------------------------- PV of 1st Year Cash Flow ($86,738) ($86,550) ($86,363) PV of Cash Flows 2 thru 6 @ 100.0% (239,750) (236,478) (233,273) PV of Cash Flows 7 @ 50.0% (3,996) (3,885) (3,777) PV of Cash Flows 8 thru 11 @ 33.0% 61,292 58,843 56,501 PV of Terminal Value @ 33.0% 328,038 312,751 298,238 -------------------------------------- Asset Value $58,847 $44,680 31,326 Less Debt (1) 5,524 5,524 5,524 Plus Options Proceeds (2) 20,447 20,447 20,447 Plus Excess Cash (1) 41,518 41,518 41,518 -------------------------------------- Equity Value $115,287 $101,121 $87,767 ====================================== Per Share (3) $7.24 $6.35 $5.51 Probability Wtd. Terminal Value @ 33.0% 1,526,161 1,526,161 1,526,161 ====================================== Notes: (1) Cash and Debt projected for 12/31/96. Adjusted by applying incremental difference from 6/30 to 9/30/96 balance to 9/30 10-Q data. (2) Assumes exercise of 1,417,564 options at an exercise price of $19.50 or below (out of total number of options, 1,675,290). (3) Based on 15.9MM fully diluted shares outstanding (including 1.418MM options exercisable at or below a price of $19.50) as of 10/31/96 from 9/30/96 10-Q. MORGAN STANLEY -19- PROJECT 007 - -------------------------------------------------------------------------------- Annotated Price Graph 02-Dec-91 to Present [The following table was represented as a line graph in the printed material.] Date Prices - ----------- ------ 02-Dec-91- 35 23-Jun-92- 27.75 13-Jan-93- 24 05-Aug-93- 17 25-Feb-94- 19.25 19-Sep-94- 18.25 11-Apr-95- 12.5 01-Nov-95- 14.5 23-May-96- 11 11-Dec-96- 14.563 12/16/91 Announced sale of 60% interest to Sandoz for $392MM 2/19/92 Tender offer for the Company completed 3/27/92 FYE EPS ($1.35) 4/20/92 Stem cell gene therapy moves into clinical phase 6/19/92 Announced JV with Sandoz Pharma Ltd. to research human stem cell renewal 8/18/92 Merrill Lynch downgrades stock to "below average" 2/18/93 FYE EPS ($0.84) 4/15/93 Announces 50/50 IV with Sandoz Pharmaceutical Corp. to research and develop gene therapy for H.I.V. 7/1/93 Signs collaboration agreement with Centre Leon Berad 12/16/93 Enters into agreement with Sandoz Pharma Ltd. to develop and discover therapeutic agents for H.I.V. infection 5/6/94 Ended June, 1992 collaboration agreement with Sandoz related to human stem cell growth research 10/20/94 President, CEO Linda Sonntag resigns 1/31/95 Sandoz increases holding with $80MM equity; control of 71.6% on a fully diluted basis 6/1/95 Announced U.S. Phase I/II Clinical Trials 10/2/95 Announced preliminary results of Phase I/II clinical trial of autologous hematopoietic stem cell (HSC) transplantation 5/24/96 Sandoz announces offer at $17/share to buy 27% stake in 007, not already owned 10/28/96 Independent directors reject Sandoz offer 12/10/96 Announced European Phase I/II clinical trial results on multiple myeloma patients MORGAN STANLEY -20- PROJECT 007 - -------------------------------------------------------------------------------- Biotech Indexed Price Performance Since IPO 02-Dec-91 to Present [The following table was represented as a line graph in the printed material.] Gene Therapy and Tier I Transgenic Pharmaceutical Biotech Date 007 Index(1) Index(2) Index(3) S&P 500 - ----------- ------ ----------- -------------- -------- ----------- 02-Dec-91- 100.0 100.0 100.0 100.0 100.0 17-Jul-92- 85.0 79.3 97.6 92.8 109.0 04-Mar-93- 48.6 64.7 61.2 76.7 117.3 20-Oct-93- 53.6 81.2 79.4 80.2 122.2 07-Jun-94- 42.1 55.5 68.3 77.0 120.1 23-Jan-95- 46.4 33.6 65.7 86.0 122.1 08-Sep-95- 37.9 60.4 85.0 105.0 150.2 25-Apr-96- 36.4 71.3 108.4 129.3 171.2 02-Jan-97- 79.2 82.3 100.9 115.4 108.6 Notes: (1) Composed of AISX, CEGE, CEPH, CPRO, IMNR, VICL. (2) Composed of ABT, AHP, BMY, JNJ, LLY, MKC, MRK, PFE, RPR, SGP, SYN, UPJ, WLA. (3) Composed of AMGN, BGEN, CHIR, CNTO, GENIZ, GENZ, GNE, GNSA, IMNX, SYGN. MORGAN STANLEY -21- PROJECT 007 - -------------------------------------------------------------------------------- Biotech Indexed Price Performance Since Initial Offer Date 24-May-96 to Present [The following table was represented as a line graph in the printed material.] Gene Therapy and Tier I Transgenic Pharmaceutical Biotech Date 007 Index(1) Index(2) Index(3) S&P 500 - ----------- ------ ----------- -------------- -------- ----------- 24-May-96- 100.0 100.0 100.0 100.0 100.0 21-Jun-96- 95.3 87.6 91.9 102.4 98.3 19-Jul-96- 93.3 72.1 89.3 100.4 94.1 16-Aug-96- 81.9 71.3 92.8 103.2 98.0 13-Sep-96- 85.6 75.1 92.3 107.2 100.2 11-Oct-96- 87.2 79.5 97.5 110.5 103.3 Rejection Date October 28, 1996 08-Nov-96- 80.5 76.9 94.4 118.8 107.7 06-Dec-96- 76.5 83.7 95.3 116.1 109.0 02-Jan-97- 42.1 60.6 111.4 155.4 193.2 Notes: (1) Composed of AISX, CEGE, CEPH, CPRO, IMNR, VICL. (2) Composed of ABT, AHP, BMY, JNJ, LLY, MKC, MRK, PFE, RPR, SGP, SYN, UPJ, WLA. (3) Composed of AMGN, BGEN, CHIR, CNTO, GENIZ, GENZ, GNE, GNSA, IMNX, SYGN. MORGAN STANLEY -22- PROJECT 007 - -------------------------------------------------------------------------------- Consolidated Revenue Build-Up Base Case ($000, except otherwise noted)
Projections -------------------------------------------------------------------------------------- 2001 2002 2003 2004 2005 2006 2007 -------------------------------------------------------------------------------------- Candidate Base U.S. Candidates 66,841 68,178 69,541 70,932 72,351 73,798 75,274 Growth 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% European Factor 75.0% 75.0% 75.0% 75.0% 75.0% 75.0% 75.0% European Candidates 50,131 51,133 52,156 53,199 54,263 55,348 56,455 Japan Factor 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% 25.0% Japan Candidates 16,710 17,044 17,385 17,733 18,088 18,449 18,818 -------------------------------------------------------------------------------------- Total Candidates 133,682 136,356 139,083 141,864 144,702 147,596 150,548 Wtd. Avg. Market Penetration/Growth Factor 2.3% 7.2% 10.2% 15.2% 19.7% 23.6% 27.3% % Growth 214.9% 42.8% 48.9% 29.7% 19.4% 15.7% Patients Treated 3,040 9,766 14,221 21,602 28,569 34,805 41,063 Wtd. Avg. Price ('000) $ 8.8 $ 8.8 $ 8.8 $ 8.8 $ 15.0 $ 15.0 $ 15.0 Net Wtd. Avg. Price ('000) $ 8.8 $ 9.0 $ 9.2 $ 9.4 $ 15.0 $ 15.3 $ 15.6 Inflation Adjustment 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% % Growth in Net Wtd. Avg. Price 2.0% 2.0% 2.0% 60.5% 2.0% 2.0% -------------------------------------------------------------------------------------- Total Revenue $ 26,816 $ 87,854 $ 130,492 $ 202,186 $ 429,105 $ 533,221 $ 641,681 ======================================================================================
MORGAN STANLEY -23- PROJECT 007 - -------------------------------------------------------------------------------- Income Statement Base Case ($000, except otherwise noted)
Actual Projections ------------------------------------------------------------------------------------------------- 1992 1993 1994 1995 1996 1997 1998 1999 ------------------------------------------------------------------------------------------------- Revenue by Product Line Isolated HSC's $0 $0 $0 $0 $0 $0 $0 $0 Expanded HSC's 0 0 0 0 0 0 0 0 Collaborative Research 4,747 5,883 3,211 2,320 9,416 3,909 3,828 1,500 Grants 452 328 234 992 105 490 300 300 Other 29 213 669 304 147 0 0 0 ------------------------------------------------------------------------------------------------- Total Revenues 5,228 6,424 4,114 3,616 9,668 4,399 4,128 1,800 % Growth 22.9% -36.0% -12.1% 167.4% -54.5% -6.2% -56.4% Cost by Product Line at Standard Isolated HSC's 0 0 0 0 0 0 0 0 % of Sales 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Expanded HSC's 0 0 0 0 0 0 0 0 % of Sales 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% ------------------------------------------------------------------------------------------------- Total Costs 0 0 0 0 0 0 0 0 % of Sales 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Gross Profit 5,228 6,424 4,114 3,616 9,668 4,399 4,128 1,800 Gross Margin % N.M. N.M. N.M. N.M. N.M. N.M. N.M. N.M. Unabsorbed Manufacturing Costs Center Operating Costs 0 0 0 0 0 0 0 0 MAbs Production Costs 0 0 0 0 0 2,760 2,823 2,890 ------------------------------------------------------------------------------------------------- Total Unab. Manufacturing Costs 0 0 0 0 0 2,760 2,823 2,890 % of Sales 0.0% 0.0% 0.0% 0.0% 0.0% 62.7% 68.4% 160.6% Operating Expenses Research & Development 9,965 22,969 40,535 46,733 41,455 50,000 55,000 60,000 % Growth 130.5% 76.5% 15.3% -11.3% 20.6% 10.0% 9.1% Clinical & Regulatory 0 0 0 0 0 9,580 13,708 17,291 % of Sales 217.8% 332.1% 960.6% Marketing & Sales 225 0 0 0 0 2,141 2,355 2,591 % of Sales -51.3% -43.0% 43.9% General & Administrative 5,440 8,173 8,819 8,110 7,855 6,312 6,809 7,188 % of Sales 104.1% 127.2% 214.4% 224.3% 81.2% 143.5% 164.9% 299.3% Special Charge 12,175 ------------------------------------------------------------------------------------------------- Total Operating Expenses 27,805 31,142 49,354 54,843 49,309 68,033 77,872 87,070 % of Sales 531.8% 484.8% 1199.7% 1516.7% 510.0% 1546.6% 1886.4% 4837.2% EBITDA (22,577) (24,718) (45,240) (51,227) (39,641) (66,394) (76,567) (88,160) % of Sales -431.8% -384.8% -1099.7% -1416.7% -410.0% -1509.3% -1854.8% -4897.8% Earnings Before Taxes (22,577) (18,453) (44,388) (48,087) (37,099) (66,394) (76,567) (88,160) % of Sales -431.8% -287.3% -1078.9% -1329.8% -383.7% -1509.3% -1854.8% -4897.8% Income Taxes 0 0 0 0 0 0 0 0 Effective Tax Rate N.M. N.M. N.M. N.M. N.M. N.M. N.M. N.M. ------------------------------------------------------------------------------------------------- Net Income (Loss) ($22,577) ($18,453) ($44,388) ($48,087) ($37,099) ($66,394) ($76,567) ($88,160) ================================================================================================= % of Sales -431.8% -287.3% -1078.9% -1329.8% -383.7% -1509.3% -1854.8% -4897.8%
-24-
Projections ---------------------------------------------------------------------------------------------- 2000 2001 2002 2003 2004 2005 2006 2007 ---------------------------------------------------------------------------------------------- Revenue by Product Line Isolated HSC's $0 $26,816 $87,854 $130,492 $202,186 $0 $0 $0 Expanded HSC's 0 0 0 0 0 429,105 533,221 641,681 Collaborative Research 2,000 2,500 0 0 0 0 0 0 Grants 300 300 0 0 0 0 0 0 Other 0 0 0 0 0 0 0 0 ---------------------------------------------------------------------------------------------- Total Revenues 2,300 29,616 87,854 130,492 202,186 429,105 533,221 641,681 % Growth 27.8% 1187.7% 196.6% 48.5% 54.9% 112.2% 24.3% 20.3% Cost by Product Line at Standard Isolated HSC's 0 8,849 28,992 43,062 66,721 0 0 0 % of Sales 0.0% 33.0% 33.0% 33.0% 33.0% 0.0% 0.0% 0.0% Expanded HSC's 0 0 0 0 0 81,530 101,312 109,086 % of Sales 0.0% 0.0% 0.0% 0.0% 0.0% 19.0% 19.0% 17.0% ---------------------------------------------------------------------------------------------- Total Costs 0 8,849 28,992 43,062 66,721 81,530 101,312 109,086 % of Sales 0.0% 29.9% 33.0% 33.0% 33.0% 19.0% 19.0% 17.0% Gross Profit 2,300 20,767 58,862 87,429 135,465 347,575 431,909 532,596 Gross Margin % N.M. 70.1% 67.0% 67.0% 67.0% 81.0% 81.0% 83.0% Unabsorbed Manufacturing Costs Center Operating Costs 0 0 0 4,782 833 872 935 3,533 MAbs Production Costs 2,977 2,653 1,438 0 0 0 0 0 ---------------------------------------------------------------------------------------------- Total Unab. Manufacturing Costs 2,977 2,653 1,438 4,782 833 872 935 3,533 % of Sales 129.4% 9.0% 1.6% 3.7% 0.4% 0.2% 0.2% 0.6% Operating Expenses Research & Development 63,000 66,150 69,458 72,930 76,577 80,406 84,426 88,647 % Growth 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Clinical & Regulatory 19,776 17,531 11,702 8,493 8,933 14,788 15,570 16,396 % of Sales 859.8% 59.2% 13.3% 6.5% 4.4% 3.4% 2.9% 2.6% Marketing & Sales 4,675 5,336 6,046 5,581 6,096 10,478 11,447 12,505 % of Sales 103.3% -82.0% 6.9% 4.3% 3.0% 2.4% 2.1% 1.9% General & Administrative 7,587 8,009 8,475 7,828 8,558 14,719 16,092 17,592 % of Sales 229.9% -73.0% 9.6% 6.0% 4.2% 3.4% 3.0% 2.7% Special Charge ---------------------------------------------------------------------------------------------- Total Operating Expenses 95,038 97,026 95,681 94,832 100,164 120,391 127,535 135,141 % of Sales 4132.1% 327.6% 108.9% 72.7% 49.5% 28.1% 23.9% 21.1% EBITDA (95,715) (78,912) (38,256) (12,185) 34,468 226,312 303,439 393,922 % of Sales -4161.5% -266.5% -43.5% -9.3% 17.0% 52.7% 56.9% 61.4% Earnings Before Taxes (95,715) (78,912) (38,256) (12,185) 34,468 226,312 303,439 393,922 % of Sales -4161.5% -266.5% -43.5% -9.3% 17.0% 52.7% 56.9% 61.4% Income Taxes 0 0 0 0 0 0 0 161,685 Effective Tax Rate N.M. N.M. N.M. N.M. N.M. N.M. N.M. 41.0% ---------------------------------------------------------------------------------------------- Net Income (Loss) ($95,715) ($78,912) ($38,256) ($12,185) $34,468 $226,312 $303,439 $232,236 ============================================================================================== % of Sales -4161.5% -266.5% -43.5% -9.3% 17.0% 52.7% 56.9% 36.2%
Note: (1) Represents interest income assumed to be zero from 1997 onward. MORGAN STANLEY -25- PROJECT 007 - -------------------------------------------------------------------------------- Cash Flow Statement Base Case ($000, except otherwise noted)
Actual Projections ------------------------------------------------------------------------------------------- 1992 1993 1994 1995 1996 1997 1998 1999 ------------------------------------------------------------------------------------------- Net Income ($18,453) ($44,388) ($48,087) ($37,099) ($66,394) ($76,567) ($88,160) Add: Depreciation & Amortization 3,203 5,541 9,472 9,903 7,547 8,200 8,900 % of Capital Expenditures 11.1% 25.0% 222.4% 457.0% 29.0% 273.3% 296.7% ---------------------------------------------------------------------------------- Operating Cash Flow (15,250) (38,847) (38,615) (27,196) (58,847) (68,367) (79,260) Less: Capital Expenditures 28,878 22,152 4,259 2,167 26,052 3,000 3,000 % of Sales 449.5% 538.5% 117.8% 22.4% 592.2% 72.7% 166.7% Investment in Non Cash Working Capital (2,805) 2,280 (2,544) (8,343) 9,899 (808) (234) % of Change in Sales -234.5% -98.7% 510.8% -137.9% -187.9% 298.2% 10.1% ---------------------------------------------------------------------------------- Free Cash Flow (5,668) (27,229) (18,283) (23,724) (93,016) (70,319) (81,786) ---------------------------------------------------------------------------------- % Growth 380.4% -32.9% 29.8% 292.1% -24.4% 16.3% Free Cash Flow as a % of Sales -88.2% -661.9% -505.6% -245.4% -2114.5% -1703.5% -4543.7% Probabilty Factor 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Probability Weighted Free Cash Flow ($5,668) ($27,229) ($18,283) ($23,724) ($93,016) ($70,319) ($81,786) ================================================================================== Projections -------------------------------------------------------------------------------------------------- 2000 2001 2002 2003 2004 2005 2006 2007 -------------------------------------------------------------------------------------------------- Net Income ($95,715) ($78,912) ($38,256) ($12,185) $34,468 $226,312 $303,439 $232,236 Add: Depreciation & Amortization 9,600 11,065 11,065 11,065 11,730 15,790 15,090 18,320 % of Capital Expenditures 274.3% 70.5% 120.3% 114.1% 78.7% 102.5% 147.9% 105.3% ----------------------------------------------------------------------------------------------- Operating Cash Flow (86,115) (67,847) (27,191) (1,120) 46,198 242,102 318,529 250,556 Less: Capital Expenditures 3,500 15,700 9,200 9,700 14,900 15,400 10,200 17,400 % of Sales 152.2% 53.0% 10.5% 7.4% 7.4% 3.6% 1.9% 2.7% Investment in Non Cash Working Capital (616) 5,463 11,648 8,527 14,339 45,384 20,823 21,692 % of Change in Sales -123.2% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% ----------------------------------------------------------------------------------------------- Free Cash Flow (89,474) (89,486) (48,514) (19,822) 16,484 180,843 287,031 211,464 ----------------------------------------------------------------------------------------------- % Growth 9.4% 0.0% -45.8% -59.1% -183.2% 997.1% 58.7% -26.3% Free Cash Flow as a % of Sales -3890.2% -302.2% -55.2% -15.2% 8.2% 42.1% 53.8% 33.0% Probabilty Factor 100.0% 100.0% 100.0% 75.0% 50.0% 50.0% 50.0% 50.0% Probability Weighted Free Cash Flow ($89,474) ($89,486) ($48,514) ($14,867) $8,242 $90,422 $143,516 $105,732 ===============================================================================================
MORGAN STANLEY -26- PROJECT 007 - -------------------------------------------------------------------------------- Weighted Average Cost of Capital Analysis
- ------------------------------------------------------------------------------------------------------------------------------------ Predicted Unlevered Equity Total Debt/ Total Debt/ Preferred/ (Asset) Company Beta (1) Market Value (2) Market Cap. (2) Market Value (2) Beta -------------------------- ---------------- ---------------- ---------------- ---------------- ------------- Amgen Inc 1.17 1.2% 1.2% 1.1% 1.15 Biogen Inc 1.39 2.3% 2.2% 0.0% 1.37 Chiron Corporation 1.41 13.9% 12.2% 0.0% 1.30 Centocor Inc 1.73 3.4% 3.3% 0.0% 1.69 Genetics Institute Inc 0.99 0.0% 0.0% 0.0% 0.99 Genzyme Corporation 1.38 1.9% 1.9% 0.0% 1.36 Genentech Inc 0.71 2.3% 2.3% 0.0% 0.70 -------------------------------------------------------------------------------------------------------- Mean 1.25 3.6% 3.3% 0.2% 1.22 Median 1.38 2.3% 2.2% 0.0% 1.30 -------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Cost of Capital ----------------------------------------------------------------------------------- Debt Total Debt/ Total Preferred/ Relevered ---------------------------------- Weighted Market Value Market Value Beta (3) (pre-tax) (after-tax) Preferred Equity Average (4) - ------------- ---------------- ------------- ---------------- -------------- -------------- ------------- --------------- 0.0% 0.0% 1.30 8.5% 5.3% 0.0% 16.1% 16.1% 7.1% 0.0% 1.36 8.7% 5.4% 0.0% 16.5% 15.8% 14.3% 0.0% 1.41 8.9% 5.5% 0.0% 17.0% 15.5% 21.4% 0.0% 1.47 9.1% 5.7% 0.0% 17.4% 15.3% 28.6% 0.0% 1.53 9.4% 5.8% 0.0% 17.8% 15.1% 35.7% 0.0% 1.59 9.6% 5.9% 0.0% 18.2% 15.0% 42.9% 0.0% 1.64 9.8% 6.1% 0.0% 18.7% 14.9% 50.0% 0.0% 1.70 10.0% 6.2% 0.0% 19.1% 14.8% - ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- Assumptions - ----------- Risk Free Rate (5) 6.5% Market Risk Premium 7.4% Marginal Tax Rate 38.0% Formulae - -------- Unlevered Beta = Levered Beta ------------------------------------------------------- 1+(Debt/Equity)(1-Marginal Tax Rate)+(Preferred/Equity)] Cost of Equity = Risk Free Rate + (Levered Beta x Market Risk Premium) - -------------------------------------------------------------------------------- Notes: (1) Source: Barra, U.S. Equity Betas as of January 2, 1997 (2) Based on closing prices on January 2, 1997 (3) Using Median Beta from Comparables (4) Based on after-tax cost of debt. (5) Current yield on a 10 year government bond as of January 2, 1997. MORGAN STANLEY -27- EX-99.(C) 4 EXH. 99.(C) AGREEMENT & PLAN OF MERGER CONFORMED COPY ================================================================================ AGREEMENT AND PLAN OF MERGER Among NOVARTIS INC., NOVARTIS BIOTECH HOLDING CORP. and SYSTEMIX, INC. Dated as of January 10, 1997 ================================================================================ Glossary of Defined Terms (Not Part of this Agreement) Defined Term Location of Definition - ------------ ---------------------- affiliate............................................ ss. 8.03(a) Agreement............................................ Preamble beneficial owner..................................... ss. 8.03(b) Blue Sky Laws........................................ ss. 3.05(b) Board................................................ Recitals business day......................................... ss. 8.03(c) Certificate of Merger................................ ss. 2.02 Certificates......................................... ss. 2.09(b) Code................................................. ss. 2.10 Company.............................................. Preamble Company Common Stock................................. Recitals Company Preferred Stock.............................. ss. 3.03 control.............................................. ss. 8.03(d) Delaware Law......................................... Recitals Dissenting Shares.................................... ss. 2.08(a) Effective Time....................................... ss. 2.02 Exchange Act......................................... ss. 1.02(b) First Minimum Condition.............................. ss. 1.01(a) Indemnified Parties.................................. ss. 5.05(b) Material Adverse Effect.............................. ss. 3.01 Merger............................................... Recitals Merger Consideration................................. ss. 2.06(a) Offer................................................ Recitals Offer Documents...................................... ss. 1.01(b) Offer to Purchase.................................... ss. 1.01(b) Option............................................... ss. 2.07(a) Parent............................................... Preamble Paying Agent......................................... ss. 2.09(a) Per Share Amount..................................... Recitals person............................................... ss. 8.03(e) Proxy Statement...................................... ss. 3.08 Purchaser............................................ Preamble Schedule 14D-9....................................... ss. 1.02(b) Schedule 14D-1....................................... ss. 1.01(b) Schedule 13E-3....................................... ss. 1.01(b) SEC.................................................. ss. 1.01(b) Second Minimum Condition............................. ss. 1.01(a) 2 Defined Term Location of Definition - ------------ ---------------------- SEC Reports.......................................... ss. 3.07(a) Securities Act....................................... ss. 3.07(a) Shares............................................... Recitals Stockholders' Meeting................................ ss. 5.02(a) Subsidiary........................................... ss. 3.01 subsidiary........................................... ss. 8.03(f) Surviving Corporation................................ ss. 2.01 Transactions......................................... ss. 1.01(b) TABLE OF CONTENTS Page ARTICLE I THE OFFER SECTION 1.01. The Offer............................................. 2 SECTION 1.02. Company Action........................................ 3 ARTICLE II THE MERGER SECTION 2.01. The Merger............................................ 5 SECTION 2.02. Effective Time; Closing............................... 5 SECTION 2.03. Effect of the Merger.................................. 5 SECTION 2.04. Certificate of Incorporation; By-laws................. 5 SECTION 2.05. Directors and Officers................................ 6 SECTION 2.06. Conversion of Securities.............................. 6 SECTION 2.07. Stock Options......................................... 6 SECTION 2.08. Dissenting Shares..................................... 7 SECTION 2.09. Surrender of Shares; Stock Transfer Books............. 7 SECTION 2.10. Withholding Rights.................................... 8 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 3.01. Organization and Qualification; Subsidiaries.......... 9 SECTION 3.02. Certificate of Incorporation and By-laws.............. 9 SECTION 3.03. Capitalization........................................ 9 SECTION 3.04. Authority Relative to this Agreement.................. 10 SECTION 3.05. No Conflict; Required Filings and Consents............ 11 SECTION 3.06. Compliance............................................ 11 SECTION 3.07. SEC Filings; Financial Statements..................... 12 SECTION 3.08. Offer Documents; Schedule 14D-9; Schedule 13E-3; Proxy Statement.......................................... 13 SECTION 3.09. Brokers............................................... 13 ii Page ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER SECTION 4.01. Corporate Organization................................ 13 SECTION 4.02. Authority Relative to this Agreement.................. 14 SECTION 4.03. No Conflict; Required Filings and Consents............ 14 SECTION 4.04. Offer Documents; Proxy Statement...................... 15 SECTION 4.05. Brokers............................................... 15 ARTICLE V COVENANTS SECTION 5.01. Conduct of the Business Pending the Merger............ 15 SECTION 5.02. Stockholders' Meeting................................. 16 SECTION 5.03. Proxy Statement....................................... 16 SECTION 5.04. Access to Information; Confidentiality................ 16 SECTION 5.05. Directors' and Officers' Indemnification and Insurance 17 SECTION 5.06. Notification of Certain Matters....................... 19 SECTION 5.07. Further Action; Reasonable Best Efforts............... 19 SECTION 5.08. Public Announcements.................................. 19 SECTION 5.09. Termination of Agreements............................. 19 SECTION 5.10. Financing............................................. 20 ARTICLE VI CONDITIONS TO THE MERGER SECTION 6.01. Conditions to the Merger.............................. 20 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER SECTION 7.01. Termination........................................... 21 SECTION 7.02. Effect of Termination................................. 22 SECTION 7.03. Amendment............................................. 22 iii Page SECTION 7.04. Waiver................................................ 22 ARTICLE VIII GENERAL PROVISIONS SECTION 8.01. Non-Survival of Representations, Warranties and Agreements......................................... 23 SECTION 8.02. Notices............................................... 23 SECTION 8.03. Certain Definitions................................... 24 SECTION 8.04. Severability.......................................... 25 SECTION 8.05. Entire Agreement; Assignment.......................... 25 SECTION 8.06. Parties in Interest................................... 25 SECTION 8.07. Specific Performance.................................. 26 SECTION 8.08. Fees and Expenses..................................... 26 SECTION 8.09. Governing Law......................................... 26 SECTION 8.10. Headings.............................................. 26 SECTION 8.11. Counterparts.......................................... 26 Annex A: Conditions to the Offer AGREEMENT AND PLAN OF MERGER, dated as of January 10, 1997 (this "Agreement"), among NOVARTIS INC., a company organized under the laws of Switzerland and the successor by merger to Sandoz Ltd. ("Parent"), NOVARTIS BIOTECH HOLDING CORP. (formerly known as Sandoz Biotech Holdings Corporation), a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser"), and SYSTEMIX, INC., a Delaware corporation (the "Company"). WHEREAS, Purchaser owns an aggregate of 10,610,099 shares of Common Stock, par value $.01 per share, of the Company ("Company Common Stock") (shares of Company Common Stock being hereinafter collectively referred to as "Shares"); WHEREAS, Parent and Purchaser have proposed that Purchaser acquire all of the remaining issued and outstanding Shares; WHEREAS, in furtherance of such acquisition, it is proposed that Purchaser shall make a cash tender offer in compliance with Section 14(d)(1) of the Exchange Act (as defined below) and in compliance with the rules and regulations promulgated thereunder (the "Offer") to acquire all the issued and outstanding Shares for $19.50 per Share (such amount, or any greater amount per Share paid pursuant to the Offer, being hereinafter referred to as the "Per Share Amount") net to the seller in cash, upon the terms and subject to the conditions of this Agreement and the Offer; WHEREAS, in accordance with the terms of Section 2.05 of the Acquisition Agreement among Parent, Purchaser and the Company dated as of December 16, 1991 (the "Acquisition Agreement"), and based in part on the opinion of Lehman Brothers Inc. that the consideration to be received by the holders of Shares (other than Parent and Purchaser) pursuant to each of the Offer and the Merger (as defined below) is fair to such holders from a financial point of view, a majority of the Independent Directors (as defined in the Acquisition Agreement) has approved the Offer and the Merger (the "Independent Director Approval"); WHEREAS, the Boards of Directors of Purchaser and the Company have each determined that it is in the best interests of their respective stockholders for Purchaser to acquire all of the remaining issued and outstanding Shares; WHEREAS, the Board of Directors of the Company (the "Board") has, by unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), approved the making of the Offer and resolved and agreed to recommend that the holders of the Shares tender their Shares pursuant to the Offer; WHEREAS, also in furtherance of such acquisition, the Board of Directors of Purchaser and the Company have each approved the merger (the "Merger") of Purchaser 2 with and into the Company in accordance with the General Corporation Law of the State of Delaware ("Delaware Law") following the consummation of the Offer and upon the terms and subject to the conditions set forth in this Agreement; and NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows: ARTICLE I THE OFFER SECTION 1.01. The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. Purchaser shall not, without the consent of a majority of the Independent Directors, accept for payment any Shares tendered pursuant to the Offer unless at least a majority of the then issued and outstanding Shares, other than Shares owned by Parent and Purchaser, shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "First Minimum Condition"). The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer (i) shall be subject to the condition (the "Second Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent and Purchaser shall constitute not less than 90% (or such other amount which would allow the Merger to be effected without a meeting of the Company's stockholders in accordance with Section 253 of the Delaware Law) of the then issued and outstanding Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (except the First Minimum Condition), to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that (i) no change may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto and (ii) in the event all conditions set forth in Annex A shall have been satisfied other than the Second Minimum Condition, Purchaser may extend the Offer for a period or periods aggregating not more than 20 business days after the later of (x) the initial expiration date of the Offer and (y) the date on which all other conditions set forth in Annex A shall have been satisfied, after which time Purchaser shall waive the Second Minimum Condition. The Per Share Amount shall, subject 3 to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the First Minimum Condition and the Second Minimum Condition), Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the Securities and Exchange Commission (the "SEC") (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer and the other transactions contemplated hereby (the "Transactions"). The Schedule 14D-1 and the Schedule 13E-3 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 and the Schedule 13E-3 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any verbal comments Parent or Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and shall provide the Company and its counsel with a copy of any written responses and telephonic notification of any verbal responses of Parent, Purchaser or their counsel. SECTION 1.02. Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) a majority of the Independent Directors approved the Offer and the Merger, (ii) the Board, at a meeting duly called and held on January 10, 1997, has, by unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), (A) determined that this Agreement and the Transactions, including each of the Offer and the Merger, are fair to and in the best interests of the holders of Shares (other than Parent and Purchaser), (B) approved and adopted this Agreement and the Transactions and (C) recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the Transactions, and (iii) Lehman Brothers Inc. has delivered to the Independent Directors and to the Board a written opinion that the consideration to be received by the holders of Shares (other than 4 Parent and Purchaser) pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Purchaser and its counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Purchaser and its counsel with a copy of any written comments or telephonic notification of any verbal comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof and shall provide Purchaser and its counsel with a copy of any written responses and telephonic notification of any verbal responses of the Company or its counsel. (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 7.01, shall deliver to the Company all copies of such information then in their possession. 5 ARTICLE II THE MERGER SECTION 2.01. The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time (as hereinafter defined) Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the "Surviving Corporation"). SECTION 2.02. Effective Time; Closing. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger or certificate of ownership and merger (in either case, the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of, Delaware Law (the date and time of such filing being the "Effective Time"). Prior to such filing, a closing shall be held at the offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VI. SECTION 2.03. Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. SECTION 2.04. Certificate of Incorporation; By-laws. (a) At the Effective Time the Certificate of Incorporation of Purchaser previously delivered to the Company shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is SyStemix, Inc." (b) At the Effective Time, the By-laws of Purchaser previously delivered to the Company shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such By-laws. 6 SECTION 2.05. Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. SECTION 2.06. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b) and any Dissenting Shares (as hereinafter defined)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.09, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of Common Stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. SECTION 2.07. Stock Options and Warrants. (a) Immediately prior to the Effective Time, each outstanding option and warrant to purchase Shares (in each case, an "Option"), whether or not then exercisable, may be surrendered by the holder of such Option for cancellation by the Company, and each holder of a cancelled Option shall be entitled to receive an amount in cash from Purchaser, in consideration for the cancellation of each such Option, at the same time as the Merger Consideration is received by the holders of Shares, equal to the product of (i) the number of Shares to be issued upon the exercise of such Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Option; provided, however, that any Options owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. 7 (b) The Company shall use all reasonable efforts to obtain such consents as may be necessary or required so that, immediately prior to the Effective Time, each Option may be and shall be cancelled by the Company. SECTION 2.08. Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09, of the certificate or certificates that formerly evidenced such Shares. (b) The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. SECTION 2.09. Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company to act as agent (the "Paying Agent") for the holders of Shares in connection with the Merger to receive the funds to which holders of Shares shall become entitled pursuant to Section 2.06(a). Such funds shall be invested by the Paying Agent as directed by the Surviving Corporation. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.06(a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as 8 may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share for any Merger Consideration delivered in respect of such Share to a public official pursuant to any abandoned property, escheat or other similar law. (d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. SECTION 2.10. Withholding Rights. Purchaser or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares and/or an Option such amounts that Purchaser or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended (the "Code"), the rules and regulations promulgated thereunder or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Purchaser or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the 9 Shares and/or Option in respect of which such deduction and withholding was made by Purchaser or the Paying Agent. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to Parent and Purchaser that: SECTION 3.01. Organization and Qualification; Subsidiaries. Each of the Company and each subsidiary of the Company (a "Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined below). The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect. When used in connection with the Company or any Subsidiary, the term "Material Adverse Effect" means any change or effect that, when taken together with all other adverse changes and effects that are within the scope of the representations and warranties made by the Company in this Agreement and which are not individually or in the aggregate deemed to have a Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) or prospects of the Company and the Subsidiaries taken as a whole. SECTION 3.02. Certificate of Incorporation and By-laws. The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision of its Certificate of Incorporation, By-laws or equivalent organizational documents. SECTION 3.03. Capitalization. The authorized capital stock of the Company consists of 30,000,000 Shares and 1,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). As of the date hereof, (i) 14,500,094 Shares 10 are issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no Shares are held in the treasury of the Company, (iii) 3,383,239 Shares are authorized for future issuance (with respect to which options to acquire 2,016,378 Shares are issued and outstanding) pursuant to employee stock options or stock incentive rights granted pursuant to the Company's 1988 Stock Option Plan and 1991 Stock Option and Incentive Plan, and (iv) 1,367,600 Shares are reserved for future issuance in connection with the exercise of the Warrants (as such term is defined in the Stock and Warrant Purchase Agreement, dated as of January 30, 1995, among Parent, Purchaser and Company (the "Warrant Purchase Agreement")). As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. Except as contemplated by this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except for obligations to executives under currently existing employment agreements to make loans relating to personal residences, there are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. SECTION 3.04. Authority Relative to this Agreement. The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action (including approval by a majority of the Independent Directors as provided in the Acquisition Agreement) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its 11 terms. The restrictions on business combinations contained in Section 203 of Delaware Law have been satisfied with respect to the Transactions. SECTION 3.05. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any Subsidiary, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of either of them is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate have a Material Adverse Effect, or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of any of the Transactions. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws") and state takeover laws and filing and recordation of appropriate merger documents as required by Delaware Law and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Material Adverse Effect, or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of any of the Transactions. SECTION 3.06. Compliance. Neither the Company nor any Subsidiary is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except for any such conflicts, defaults or violations that would not,individually or in the aggregate, have a Material Adverse Effect, or prevent or materially delay the 12 performance by the Company of any of its obligations under this Agreement or the consummation of any of the Transactions. SECTION 3.07. SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1994, and has heretofore delivered to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994 and 1995, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 1996, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1994, and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31, 1994 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being referred to herein, collectively, as the "SEC Reports"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries at December 31, 1995, including the notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year then ended, or on the unaudited consolidated balance sheet of the Company and the consolidated Subsidiaries at September 30, 1996, including the notes thereto, included in the Company's Quarterly Report on Form 10-Q for the period then ended, the Company and the consolidated Subsidiaries have no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a consolidated balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 1996. 13 SECTION 3.08. Offer Documents; Schedule 14D-9; Schedule 13E-3; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents or the Schedule 13E-3 shall, at the respective times the Schedule 14D-9, the Offer Documents, the Schedule 13E-3 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting and at the Effective Time, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of their representatives which is contained in any of the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. SECTION 3.09. Brokers. No broker, finder or investment banker (other than Lehman Brothers Inc.) is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. The Company has heretofore furnished to Parent a complete and correct copy of all agreements between the Company and Lehman Brothers Inc. pursuant to which such firm would be entitled to any payment relating to the Transactions. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that: SECTION 4.01. Corporate Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 14 SECTION 4.02. Authority Relative to this Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms. SECTION 4.03. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent and Purchaser do not, and the performance of this Agreement by Parent and Purchaser will not, (i) conflict with or violate the Certificate of Incorporation or By-laws of either Parent or Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of either of them is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Purchaser is a party or by which Parent or Purchaser or any property or asset of either of them is bound or affected, except for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay the performance by Parent or Purchaser of any of its obligations under this Agreement or the consummation of any of the Transactions. (b) The execution and delivery of this Agreement by Parent and Purchaser do not, and the performance of this Agreement by Parent and Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Exchange Act, Blue Sky Laws and state takeover laws, and filing and recordation of appropriate merger documents as required by Delaware Law and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by Parent or Purchaser of any of its obligations under this Agreement or the consummation of any of the Transactions. 15 SECTION 4.04. Offer Documents; Proxy Statement. The Offer Documents will not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of the Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents. The Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. SECTION 4.05. Brokers. No broker, finder or investment banker (other than Morgan Stanley & Co. Incorporated) is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or Purchaser. ARTICLE V COVENANTS SECTION 5.01. Conduct of the Business Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise agree in writing, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its best efforts to preserve substantially intact the business organization of the Company and the Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Subsidiaries and to preserve the current relationships of the Company and the Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary has significant business relations. 16 SECTION 5.02. Stockholders' Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Transactions (the "Stockholders' Meeting") and (ii) include in the Proxy Statement the recommendation of the Board (with all directors who are designees of Parent abstaining) that the stockholders of the Company approve and adopt this Agreement and the Transactions. At the Stockholders' Meeting, Parent and Purchaser shall cause all Shares then owned by them and their subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Transactions. (b) Notwithstanding the foregoing, in the event that Purchaser shall acquire such number of Shares that, when taken together with the Shares previously owned by Purchaser, constitute at least 90 percent of the then outstanding Shares, the parties hereto agree, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company. SECTION 5.03. Proxy Statement. If required by applicable law, as soon as practicable following consummation of the Offer, the Company shall file the Proxy Statement with the SEC under the Exchange Act, and shall use its best efforts to have the Proxy Statement cleared by the SEC. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. SECTION 5.04. Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, afford the officers, employees and agents of Parent and Purchaser access at all reasonable 17 times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each Subsidiary, and shall furnish Parent and Purchaser with financial, operating and other data and information as Parent or Purchaser, through its officers, employees or agents, may reasonably request, in any case consistent with that currently available to such persons and necessary to conduct the Offer and consummate the other Transactions. (b) No investigation pursuant to this Section 5.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (c) Information afforded or furnished to Parent or Purchaser by the Company pursuant to this Section 5.04 shall be kept confidential and shall not be disclosed to third parties except (i) with the consent of the Company, (ii) as may be required by law, regulation or by legal process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), or (iii) as may be necessary in connection with the Transactions. SECTION 5.05. Directors' and Officers' Indemnification and Insurance. (a) The By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in Article XV of the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. (b) The Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company and each Subsidiary and each fiduciary and agent of each such director and officer (collectively, the "Indemnified Parties") against all costs and expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, whether occurring before or after the Effective Time, until the expiration of the statute of limitations relating thereto (and shall pay any expenses in advance of the final disposition of such action or proceeding to each Indemnified Party to the fullest extent permitted under Delaware Law, upon receipt from the Indemnified Party to whom expenses are advanced of any undertaking to repay such advances required under Delaware Law). In the event of any such claim, 18 action, suit, proceeding or investigation, (i) the Company or the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly after statements therefor are received and (ii) the Company and the Surviving Corporation shall cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that neither the Company nor the Surviving Corporation shall be obligated pursuant to this Section 5.05(b) to pay the fees and expenses of more than one counsel (plus appropriate local counsel) for all Indemnified Parties in any single action except (x) that the persons who served as directors of the Company who were not designees of Parent shall be entitled to retain one additional counsel (plus appropriate local counsel) to represent them at the expense of the Company or the Surviving Corporation, and (y) to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action, in which case such additional counsel (including local counsel) as may be required to avoid any such conflict or likely conflict may be retained by the Indemnified Parties at the expense of the Company or the Surviving Corporation; and provided further that, in the event that any claim for indemnification is asserted or made within the period prior to the expiration of the applicable statute of limitations, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. Parent hereby agrees to guarantee the obligations of the Surviving Corporation and, following consummation of the Offer, the Company, under this Section 5.05(b). (c) The Surviving Corporation shall use its reasonable efforts to maintain in effect for six years from the Effective Time, if available, the current directors' and officers' liability insurance policies maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 5.05(c) more than an amount per year equal to 175% of current annual premiums paid by the Company for such insurance. In the event that, but for the proviso to the immediately preceding sentence, the Surviving Corporation would be required to expend more than 175% of current annual premiums, the Surviving Corporation shall obtain the maximum amount of such insurance obtainable by payment of annual premiums equal to 175% of current annual premiums. (d) In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the 19 Company or the Surviving Corporation, as the case may be, or at Parent's option, Parent, shall assume the obligations set forth in this Section 5.05. SECTION 5.06. Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate and (ii) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. SECTION 5.07. Further Action; Reasonable Best Efforts. Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement and the Surviving Corporation shall use their reasonable best efforts to take all such action. SECTION 5.08. Public Announcements. Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or any listing agreement with a national securities exchange to which Parent or the Company is a party. SECTION 5.09. Termination of Agreements. The parties hereto hereby agree that each of the Acquisition Agreement and the Warrant Purchase Agreement shall be terminated as of the Effective Time. For purposes of clarity, it is understood by the parties hereto that all representations, warranties and agreements between the parties which, by the terms of such agreements, survive either or both the Closing Date (as that term is defined in each of the Acquisition Agreement and the Warrant Purchase Agreement) or the termination of such agreements shall all be terminated as of the Effective Time. 20 SECTION 5.10. Financing. Parent shall ensure that Purchaser has sufficient funds to acquire all the outstanding Shares in the Offer and the Merger. ARTICLE VI CONDITIONS TO THE MERGER SECTION 6.01. Conditions to the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) Stockholder Approval. This Agreement and the Transactions shall have been approved and adopted by the affirmative vote of the stockholders of the Company to the extent required by Delaware Law and the Certificate of Incorporation of the Company; (b) No Order. No foreign, United States or state governmental authority or other agency or commission or foreign, United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of: (i) making the acquisition of Shares by Parent or Purchaser or any affiliate of either of them illegal or otherwise restricting, preventing or prohibiting consummation of the Transactions, (ii) seeking to prohibit or limit materially the ownership or operation by the Company, Parent or any of their respective subsidiaries of all or any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries as a result of the Transactions, or (iii) compelling the Company, Parent, Purchaser or any of their respective subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company, Parent, Purchaser or any of their respective subsidiaries as a result of the Transactions; and (c) Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer. 21 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER SECTION 7.01. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Purchaser and the Company, if such termination is also approved by a majority of the Independent Directors; or (b) By either Parent, Purchaser or the Company if (i) the Effective Time shall not have occurred on or before June 30, 1997; provided, however, that the right to terminate this Agreement under this Section 7.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date or (ii) any court of competent jurisdiction or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent if due to an occurrence or circumstance that would result in a failure to satisfy any condition set forth in Annex A hereto, Purchaser shall have (i) failed to commence the Offer within 60 days following the date of this Agreement, (ii) terminated the Offer without having accepted any Shares for payment thereunder or (iii) failed to pay for Shares pursuant to the Offer within 90 days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of Parent or Purchaser to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Purchaser of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board and a majority of the Independent Directors, if due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions set forth in Annex A hereto, Purchaser shall have (i) failed to commence the Offer within 60 days following the date of this Agreement, (ii) terminated the Offer without having accepted any Shares for payment thereunder or (iii) failed to pay for Shares pursuant to the Offer within 90 days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to perform in any 22 material respect any material covenant or agreement of it contained in this Agreement or the material breach by the Company of any material representation or warranty of it contained in this Agreement; or (e) By the Company, upon approval of the Board and a majority of the Independent Directors, if any representation or warranty of Parent and Purchaser in this Agreement which is qualified as to materiality shall not be true and correct or any such representation or warranty that is not so qualified shall not be true and correct in any material respect, in each case as if such representation or warranty was made as of such time on or after the date of this Agreement; or Parent or Purchaser shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of Parent or Purchaser to be performed or complied with by it under this Agreement. SECTION 7.02. Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.01, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto, except (i) as set forth in Section 8.01 and (ii) nothing herein shall relieve any party from liability for any breach hereof. SECTION 7.03. Amendment. This Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time; provided, however, that, after the approval and adoption of this Agreement and the Transactions by the stockholders of the Company, no amendment may be made which would reduce the amount or change the type of consideration into which each Share shall be converted upon consummation of the Merger, imposes conditions to the Merger other than set forth in Section 6.01 or would otherwise amend or change the terms and conditions of the Merger in a manner materially adverse to the holders of the Shares (other than Parent and its affiliates); and provided further that such amendment shall be approved by a majority of the Independent Directors. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. SECTION 7.04. Waiver. At any time prior to the Effective Time, any party hereto may (i) extend the time for the performance of any obligation or other act of any other party hereto, (ii) waive any inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any agreement or condition contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby and, in the case of any extension or waiver by which the Company is to be bound, only if approved by a majority of the Independent Directors. 23 ARTICLE VIII GENERAL PROVISIONS SECTION 8.01. Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 7.01, as the case may be, except that the agreements set forth in Articles II and VIII and Section 5.05 shall survive the Effective Time indefinitely. SECTION 8.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.02): if to Parent or Purchaser: Novartis Corporation 608 Fifth Avenue New York, New York 10020 Telecopier No: (212) 957-8367 Attention: General Counsel with a copy to: Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telecopier No: (212) 848-7179 Attention: David W. Heleniak, Esq. if to the Company: SyStemix, Inc. 3155 Porter Drive Palo Alto, California 94304 Telecopier No: (415) 856-4919 Attention: General Counsel 24 with copies to: Skadden Arps Slate Meagher & Flom LLP 919 Third Avenue New York, New York 10022 Telecopier No: (212) 735-2000 Attention: Morris J. Kramer, Esq. and Shereff Friedman Hoffman & Goodman LLP 919 Third Avenue New York, New York 10022 Telecopier No: (212) 758-9500 Attention: Jeffry Hoffman, Esq. SECTION 8.03. Certain Definitions. For purposes of this Agreement, the term: (a) "affiliate" of a specified person means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified person; (b) "beneficial owner" with respect to any Shares means a person who shall be deemed to be the beneficial owner of such Shares (i) which such person or any of its affiliates or associates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) beneficially owns, directly or indirectly, (ii) which such person or any of its affiliates or associates has, directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of consideration rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding or (iii) which are beneficially owned, directly or indirectly, by any other persons with whom such person or any of its affiliates or associates or person with whom such person or any of its affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any Shares; (c) "business day" means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized by law or executive order to close in the City of New York; 25 (d) "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise; (e) "person" means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government; and (f) "subsidiary" or "subsidiaries" of the Company, the Surviving Corporation, Parent or any other person means an affiliate controlled by such person, directly or indirectly, through one or more intermediaries. SECTION 8.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible. SECTION 8.05. Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of their rights and obligations hereunder to any affiliate of Parent provided that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations. SECTION 8.06. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 5.05 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons). 26 SECTION 8.07. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. SECTION 8.08. Fees and Expenses. (a) In the event that this Agreement is terminated prior to consummation of the Merger, other than a termination pursuant to Section 7.01(a) or (d) or a termination pursuant to Section 7.01(b) or (c) which results from any representation or warranty of the Company in this Agreement not being true and correct or the failure of the Company to perform any obligation or to comply with any agreement or covenant of the Company to be performed or complied with by it under this Agreement, then, in any such event, Purchaser shall, and Parent shall cause Purchaser to, pay all actual out-of-pocket fees and expenses incurred by the parties hereto, including all fees and expenses payable to investment banking firms, counsel and accountants, in connection with the structuring, negotiation, preparation, execution and performance of this Agreement, as well as all printing and advertising expenses. (b) Except as set forth in this Section 8.08, all costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not any Transaction is consummated. SECTION 8.09. Governing Law. Except to the extent that Delaware Law is mandatorily applicable to the Transactions, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any New York state or federal court sitting in the City of New York and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding. SECTION 8.10. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 8.11. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 27 IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. NOVARTIS INC. By /s/Raymund Breu /s/Christoph Maeder ------------------------------- ------------------------ Name: Raymund Breu Christoph Maeder Title: Chief Financial Officer Corporate Counsel NOVARTIS BIOTECH HOLDING CORP. By /s/Robert L. Thompson, Jr. -------------------------------- Name: Robert L. Thompson, Jr. Title: Vice President and Secretary SYSTEMIX, INC. By /s/John J. Schwartz -------------------------------- Name: John J. Schwartz Title: President and Chief Executive Officer ANNEX A Conditions to the Offer Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or pay for any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Second Minimum Condition shall not have been satisfied or (ii) at any time on or after the date of this Agreement, and prior to the acceptance for payment of Shares, any of the following conditions shall exist: (a) an order shall have been entered in any action or proceeding before any federal or state court or governmental agency or other regulatory body or a permanent injunction by any federal or state court of competent jurisdiction in the United States shall have been issued and remain in effect (i) making illegal the purchase of, or payment for, any Shares by Parent, Purchaser or any affiliate of Parent or Purchaser; (ii) otherwise preventing the consummation of any of the Transactions; (iii) imposing limitations on the ability of Parent, Purchaser or any affiliate of Parent or Purchaser to exercise effectively full rights of ownership of any Shares, including, without limitation, the right to vote any Shares acquired by Purchaser pursuant to the Offer on all matters properly presented to the Company's stockholders, which would effect a material diminution in the value of the Shares acquired by Purchaser; (b) there shall have been any federal or state statute, rule or regulation enacted or promulgated on or after the date of the Offer that could reasonably be expected to result, directly or indirectly, in any of the consequences referred to in clauses (i) through (iii) of paragraph (a) above; (c) any representation or warranty of the Company in this Agreement which is qualified as to materiality shall not be true and correct or any such representation or warranty that is not so qualified shall not be true and correct in any material respect, in each case as if such representation or warranty was made as of such time on or after the date of this Agreement; (d) there shall have occurred and be remaining in effect (i) any general suspension of, or limitation on prices for, trading in securities of the Company on the NASDAQ National Market System, (ii) any material change in United States or Switzerland currency exchange rates or a suspension of, or limitation on, currency exchange markets in the United States or Switzerland, (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Switzerland, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United A-2 States or Switzerland or (v) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof; (e) this Agreement shall have been terminated in accordance with its terms; or (f) Purchaser and the Company (with the approval of a majority of the Independent Directors) shall have agreed that Purchaser shall terminate the Offer or postpone the acceptance for payment of or payment for Shares thereunder; which, in the reasonable judgment of Purchaser in any such case, and regardless of the circumstances (including any action or inaction by Parent or any of its affiliates) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment. The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent regardless of the circumstances giving rise to any such condition or may be waived by Purchaser or Parent in whole or in part at any time and from time to time in their sole discretion. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. EX-99.(D)(1) 5 EXH. 99.(D)(1) FORM OF OFFER TO PURCHASE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF SYSTEMIX, INC. AT $19.50 NET PER SHARE BY NOVARTIS BIOTECH HOLDING CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF NOVARTIS INC. -------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 14, 1997, UNLESS THE OFFER IS EXTENDED. --------------------- THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER (I) NOT LESS THAN A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OTHER THAN SHARES OWNED BY NOVARTIS INC. ("PARENT") OR NOVARTIS BIOTECH HOLDING CORP. ("PURCHASER") (THE "FIRST MINIMUM CONDITION") AND (II) AT LEAST THE NUMBER OF SHARES THAT WHEN ADDED TO THE SHARES OWNED BY PARENT AND PURCHASER SHALL CONSTITUTE 90% OF THE SHARES THEN OUTSTANDING (THE "SECOND MINIMUM CONDITION"). THE FIRST MINIMUM CONDITION MAY NOT BE WAIVED WITHOUT THE CONSENT OF A MAJORITY OF THE INDEPENDENT DIRECTORS (AS DEFINED BELOW). PURCHASER HAS AGREED TO WAIVE THE SECOND MINIMUM CONDITION UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN. --------------------- THE BOARD OF DIRECTORS OF SYSTEMIX, INC., BY UNANIMOUS VOTE OF ALL DIRECTORS PRESENT AND VOTING (WITH ALL DIRECTORS WHO ARE DESIGNEES OF PARENT ABSTAINING), BASED UPON, AMONG OTHER THINGS, THE UNANIMOUS RECOMMENDATION AND APPROVAL OF THE DIRECTORS OF THE COMPANY WHO ARE NOT OFFICERS OR DIRECTORS OF PARENT OR PURCHASER NOR OFFICERS OR CONSULTANTS OF THE COMPANY (THE "INDEPENDENT DIRECTORS"), HAS DETERMINED THAT EACH OF THE OFFER AND THE MERGER (AS DEFINED HEREIN) IS FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF SYSTEMIX, INC. (OTHER THAN PARENT AND PURCHASER), AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. --------------------- IMPORTANT ANY STOCKHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF SUCH STOCKHOLDER'S SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE (THE "COMMON STOCK"), OF SYSTEMIX, INC. (THE "SHARES") SHOULD EITHER (1) COMPLETE AND SIGN THE LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) IN ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL AND MAIL OR DELIVER IT TOGETHER WITH THE CERTIFICATE(S) EVIDENCING TENDERED SHARES, AND ANY OTHER REQUIRED DOCUMENTS, TO THE DEPOSITARY OR TENDER SUCH SHARES PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH IN "THE TENDER OFFER -- SECTION 3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" OR (2) REQUEST SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE TRANSACTION FOR SUCH STOCKHOLDER. ANY STOCKHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF SUCH STOCKHOLDER DESIRES TO TENDER SUCH SHARES. ANY STOCKHOLDER WHO DESIRES TO TENDER SHARES AND WHOSE CERTIFICATES EVIDENCING SUCH SHARES ARE NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT COMPLY WITH THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS, MAY TENDER SUCH SHARES BY FOLLOWING THE PROCEDURE FOR GUARANTEED DELIVERY SET FORTH IN "THE TENDER OFFER -- SECTION 3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES". QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION AGENT OR THE DEALER MANAGER AT THEIR RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. ADDITIONAL COPIES OF THIS OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY ALSO BE OBTAINED FROM THE INFORMATION AGENT OR FROM BROKERS, DEALERS, COMMERCIAL BANKS OR TRUST COMPANIES. --------------------- THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. --------------------- THE DEALER MANAGER FOR THE OFFER IS MORGAN STANLEY & CO. INCORPORATED JANUARY 17, 1997 TABLE OF CONTENTS INTRODUCTION.......................................................................... 1 SPECIAL FACTORS....................................................................... 3 Background of the Offer and the Merger.............................................. 3 Recommendation of the Company's Board; Fairness of the Offer and the Merger......... 4 Recommendation of the Company's Board............................................... 4 Fairness of the Offer and the Merger................................................ 5 Opinion of Lehman Brothers Inc. .................................................... 6 Company Financial Projections....................................................... 12 Position of Parent and Purchaser Regarding Fairness of the Offer and the Merger..... 13 Analysis of Financial Advisor to Parent............................................. 13 Purpose and Structure of the Offer and the Merger; Reasons of Parent and Purchaser for the Offer and the Merger...................................................... 16 Plans for the Company After the Offer and the Merger; Certain Effects of the Offer............................................................................. 17 Rights of Stockholders in the Merger................................................ 18 The Merger Agreement................................................................ 18 Interests of Certain Persons in the Offer and the Merger............................ 24 Beneficial Ownership of Common Stock................................................ 25 Related Party Transactions.......................................................... 26 Fees and Expenses................................................................... 27 THE TENDER OFFER...................................................................... 28 1. Terms of the Offer; Expiration Date............................................. 28 2. Acceptance for Payment and Payment for Shares................................... 29 3. Procedures for Accepting the Offer and Tendering Shares......................... 30 4. Withdrawal Rights............................................................... 32 5. Certain Federal Income Tax Consequences......................................... 33 6. Price Range of Shares; Dividends................................................ 34 7. Certain Information Concerning the Company...................................... 34 8. Certain Information Concerning Purchaser and Parent............................. 37 9. Financing of the Offer and the Merger........................................... 38 10. Dividends and Distributions..................................................... 38 11. Effect of the Offer on the Market for the Shares; NASDAQ Quotation and Exchange Act Registration............................................................... 38 12. Certain Conditions of the Offer................................................. 39 13. Certain Legal Matters and Regulatory Approvals.................................. 41 14. Fees and Expenses............................................................... 42 15. Miscellaneous................................................................... 43
SCHEDULE I. Directors and Executive Officers of Parent and Purchaser............ I-1 SCHEDULE II. Opinion of Lehman Brothers Inc. .................................... II-1 SCHEDULE III. Summary of Stockholder Appraisal Rights and Text of Section 262 of the General Corporation Law of the State of Delaware.............. III-1 SCHEDULE IV. Audited Financial Statements (and Related Notes) for the Company for the Years Ended December 31, 1994 and December 31, 1995........... IV-1 SCHEDULE V. Unaudited Financial Statements (and Related Notes) for the Company for the Period Ended September 30, 1996........................... V-1
To the Holders of Common Stock of SyStemix, Inc.: INTRODUCTION Novartis Biotech Holding Corp., a Delaware corporation formerly known as Sandoz Biotech Holdings Corporation ("Purchaser") and an indirect wholly owned subsidiary of Novartis Inc., a corporation organized under the laws of Switzerland ("Parent"), hereby offers to purchase all outstanding shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of SyStemix, Inc., a Delaware corporation (the "Company"), at a price of $19.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). Parent is the successor by merger to Sandoz Ltd. resulting from the merger of Sandoz Ltd. and Ciba-Geigy Limited into Parent. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Purchaser will pay all charges and expenses of Morgan Stanley & Co. Incorporated ("Morgan Stanley"), which is acting as Dealer Manager for the Offer (in such capacity, the "Dealer Manager"), ChaseMellon Shareholder Services, L.L.C. (the "Depositary") and Georgeson & Company Inc. (the "Information Agent") incurred in connection with the Offer. See "THE TENDER OFFER -- Section 14. Fees and Expenses". THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD"), BY UNANIMOUS VOTE OF ALL DIRECTORS PRESENT AND VOTING (WITH ALL DIRECTORS WHO ARE DESIGNEES OF PARENT ABSTAINING), BASED UPON, AMONG OTHER THINGS, THE UNANIMOUS RECOMMENDATION AND APPROVAL OF THE DIRECTORS WHO ARE NOT OFFICERS OR DIRECTORS OF PARENT OR PURCHASER NOR OFFICERS OR CONSULTANTS OF THE COMPANY (THE "INDEPENDENT DIRECTORS"), HAS DETERMINED THAT EACH OF THE OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY (OTHER THAN PURCHASER AND PARENT), AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. The Company has advised Parent that Lehman Brothers Inc. ("Lehman Brothers") has delivered to the Board its written opinion that the $19.50 per Share cash consideration to be offered to the stockholders of the Company in each of the Offer and the Merger (as defined below) is fair to such stockholders (other than Parent) from a financial point of view. See "SPECIAL FACTORS -- Opinion of Lehman Brothers" for further information concerning the opinion of Lehman Brothers. The Company has filed with the Securities and Exchange Commission (the "Commission") a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), which is being mailed to stockholders herewith. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER (I) NOT LESS THAN A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OTHER THAN SHARES OWNED BY PARENT OR PURCHASER (THE "FIRST MINIMUM CONDITION") AND (II) AT LEAST THE NUMBER OF SHARES THAT WHEN ADDED TO THE SHARES OWNED BY PARENT AND PURCHASER SHALL CONSTITUTE 90% OF THE SHARES THEN OUTSTANDING (THE "SECOND MINIMUM CONDITION"). THE FIRST MINIMUM CONDITION MAY NOT BE WAIVED WITHOUT THE CONSENT OF A MAJORITY OF THE INDEPENDENT DIRECTORS. PURCHASER HAS AGREED TO WAIVE THE SECOND MINIMUM CONDITION UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN. PURCHASER CURRENTLY OWNS 10,610,099 SHARES, CONSTITUTING APPROXIMATELY 73.2% OF THE CURRENTLY OUTSTANDING SHARES. PURCHASER ALSO HAS WARRANTS TO ACQUIRE AN ADDITIONAL 1,367,600 SHARES (THE "WARRANTS"), WHICH IT DOES NOT CURRENTLY INTEND TO EXERCISE. SEE "THE TENDER OFFER -- SECTION 12. CERTAIN CONDITIONS OF THE OFFER", WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER. The Company has advised Purchaser that as of January 10, 1997, (i) 14,500,094 Shares were issued and outstanding, (ii) no Shares were held in the treasury of the Company and (iii) 2,003,188 Shares were reserved for future issuance to employees pursuant to outstanding employee stock options granted pursuant to the Company's stock option plans ("Options"), a maximum of 987,436 of which could become exercisable by February 14, 1997 ("Exercisable Options"). The Company has further advised Purchaser that prior to the announcement of the Offer, there were approximately 153 holders of record of the issued and outstanding Shares. Purchaser beneficially owns 11,977,699 Shares, (i) 5,993,827 of which it acquired pursuant to an Acquisition Agreement, dated as of December 16, 1991 (the "Acquisition Agreement"), among the Company, Parent and Purchaser, (ii) 4,616,272 of which it acquired pursuant to a Stock and Warrant Purchase Agreement, dated as of January 30, 1995, among the Company, Purchaser and Parent (the "Stock and Warrant Purchase Agreement") and (iii) 1,367,600 of which it has the right to acquire pursuant to Warrants granted under the Stock and Warrant Purchase Agreement (see "SPECIAL FACTORS -- Background of the Offer and the Merger"). Purchaser does not currently intend to exercise any of the Warrants, which have an exercise price of $27.50 per Share. As a result, assuming Purchaser does not exercise any of the Warrants but all Exercisable Options are exercised, the First Minimum Condition would be satisfied if 2,438,716 Shares were validly tendered in the Offer and not withdrawn and the Second Minimum Condition would be satisfied if 3,328,678 Shares were validly tendered in the Offer and not withdrawn. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 10, 1997 (the "Merger Agreement"), among Parent, Purchaser and the Company. The Merger Agreement provides that, among other things, as soon as practicable after the purchase of Shares pursuant to the Offer and the satisfaction of the other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware ("Delaware Law"), Purchaser will be merged with and into the Company (the "Merger"). Following consummation of the Merger, the Company will continue as the surviving corporation (the "Surviving Corporation") and will become an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or the Company, and other than Shares held by stockholders who shall have properly demanded and perfected appraisal rights under Section 262 of Delaware Law) will be cancelled and converted automatically into the right to receive $19.50 in cash, or any higher price that may be paid per Share pursuant to the Offer, without interest (the "Merger Consideration"). The Merger Agreement is more fully described in "SPECIAL FACTORS -- The Merger Agreement". The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including the approval and adoption of the Merger Agreement by the requisite vote of the stockholders of the Company. See "SPECIAL FACTORS - -- The Merger Agreement". Under the Company's Certificate of Incorporation and Delaware Law, the affirmative vote of the holders of a majority of the outstanding Shares is required to approve and adopt the Merger Agreement and the Merger. Consequently, Purchaser currently has sufficient voting power to approve and adopt the Merger Agreement and the Merger without the vote of any other stockholder. Under Delaware Law, if Purchaser owns, following consummation of the Offer or otherwise, at least 90% of the then outstanding Shares, Purchaser will be able to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, without a vote of the Company's stockholders. In such event, Parent, Purchaser and the Company have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. Purchaser's obligation to consummate the Offer is conditioned on there being validly tendered and not withdrawn at least the number of Shares that, when added to the 10,610,099 Shares owned by Purchaser, shall constitute 90% of the Shares then outstanding, so as to enable Purchaser to consummate the Merger without a vote of the Company's 2 stockholders. If, however, fewer than such number of Shares are validly tendered and not withdrawn, and all other conditions set forth in Annex A of the Merger Agreement are satisfied, Purchaser may extend the Offer for a period not to exceed 20 business days after the initial expiration date of the Offer, after which time (or earlier if Parent did not extend the Offer) Purchaser is obligated to waive the Second Minimum Condition and acquire such fewer number of Shares (although it may not acquire less than a majority of the Shares outstanding other than Shares owned by Parent or Purchaser without the consent of a majority of the Independent Directors). In such case, a vote of the Company's stockholders will be required under Delaware Law, and a significantly longer period of time will be required to effect the Merger. See "SPECIAL FACTORS -- Purpose and Structure of the Offer and the Merger; Reasons of Parent and Purchaser for the Offer and the Merger". THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. SPECIAL FACTORS BACKGROUND OF THE OFFER AND THE MERGER On December 16, 1991, the Company, Purchaser and Parent entered into the Acquisition Agreement, pursuant to which Purchaser subsequently acquired 5,993,827 Shares. Pursuant to the Acquisition Agreement, for a ten-year period beginning at closing and subject to certain exceptions, Parent is prohibited from acquiring additional Shares without the approval of the majority of the Independent Directors. The Acquisition Agreement affords Parent representation on the Board in direct proportion to its percentage stock ownership. In April 1993, the Company entered into an agreement with Sandoz Pharmaceutical Corporation, a wholly owned affiliate of Sandoz Pharma Ltd. (collectively the "Sandoz entities"), to form a joint venture ("Progenesys") with a primary mission to research and develop hematopoietic cell-based, somatic gene therapies against HIV infection. The Company and the Sandoz entities licensed certain initial technologies, within the field, to Progenesys. On August 31, 1995, the Progenesys partnership was dissolved and replaced by a collaborative agreement (the "HIV Gene Therapy Collaboration") between the Company and the Sandoz entities, with terms and conditions substantially equivalent to those of the partnership agreement. In November 1993, the Company entered into a two-year collaboration agreement with Parent regarding therapeutic anti-viral agents for HIV infection. The Company and Parent jointly decided to terminate the agreement as of March 31, 1995. In March 1994, the Company and Parent agreed to provide funding for a portion of the research carried out at Stanford University School of Medicine. For a fuller description of these arrangements, see "SPECIAL FACTORS -- Related Party Transactions". In 1995, Purchaser increased its investment in the Company pursuant to the Stock and Warrant Purchase Agreement, whereby Purchaser acquired 4,616,272 additional Shares and Warrants to acquire a further 1,367,600 Shares. On May 23, 1996, Parent delivered a letter to the Board offering to acquire all the issued and outstanding Shares not then owned by Purchaser for $17.00 per Share in cash. On May 24, 1996, the three Independent Directors (Messrs. Ruvane, Edgar and Schollmaier) first met to consider Parent's proposal. On the same day they retained their own independent counsel. In early June 1996, the Company advised Parent that the Independent Directors had selected Lehman Brothers to serve as financial advisor. The terms of Lehman Brothers' undertaking to render financial advisory services to the Independent Directors is set forth below in "SPECIAL FACTORS -- Opinion of Lehman Brothers Inc." On June 13, 1996, Dr. Daniel L. Vasella, Chief Executive Officer of Parent, invited Edgar Schollmaier, an Independent Director of the Company, to Parent's corporate headquarters in Basle, Switzerland to 3 meet and discuss Parent's proposal. At that meeting, Mr. Schollmaier indicated to Dr. Vasella that the Independent Directors were likely to conclude that Parent's $17.00 per Share proposal was insufficient. During August 1996, Morgan Stanley and Lehman Brothers had various discussions regarding the financial aspects of Parent's proposal. On September 24, 1996, Joseph J. Ruvane, Jr., an Independent Director of the Company, together with representatives from Lehman Brothers, met in New York with Dr. Raymund Breu, Chief Financial Officer of Parent, and representatives of Morgan Stanley. At the meeting, Morgan Stanley and Lehman Brothers representatives discussed the terms of the outstanding offer made by Purchaser and the Company's future financing needs. From October 19 through October 26, 1996, Dr. Breu had telephone conversations and discussions with Harold Edgar, an Independent Director of the Company, regarding Purchaser's offer. Dr. Breu and Mr. Edgar discussed Parent's reasons for such offer and the terms thereof. On October 28, 1996, the Independent Directors rejected Parent's offer to acquire the remaining Shares for $17.00 per Share. On November 1, 1996, Mr. Schollmaier met with Dr. Breu and reviewed the bases for the Independent Directors' rejection of Parent's proposal. Mr. Schollmaier suggested that the Independent Directors would be willing to resume negotiations at a higher price. In mid-November 1996, Dr. Breu advised the Independent Directors that Parent believed it might be mutually beneficial to reopen negotiations. On December 19, 1996, Dr. Breu, Dr. Vasella and Dr. Paul Herrling, Head of Research of the Pharma Division of Parent, met in New York with Messrs. Ruvane, Edgar and Schollmaier to discuss the possibility of Purchaser increasing the value of its offer. Parent's representatives indicated a willingness to consider offering $19.50 per Share if acceptable mimimum conditions and other terms could be agreed upon. On December 30, 1996, Parent's counsel delivered an initial draft of the Merger Agreement to the Independent Directors, the Company and their respective counsel. Negotiations continued over the next several days. On January 6, 1996, Dr. Breu reiterated Parent's willingness to consider offering $19.50 per Share if all remaining issues, including acceptable miminum conditions, were resolved. All remaining issues were resolved on January 10, 1997. The Board approved and adopted the Merger Agreement at a meeting held on January 10 and the Merger Agreement was executed as of January 10, 1997. RECOMMENDATION OF THE COMPANY'S BOARD; FAIRNESS OF THE OFFER AND THE MERGER RECOMMENDATION OF THE COMPANY'S BOARD On January 10, 1997, the Board, by a unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), based in part on the unanimous recommendation and approval of the Independent Directors, as required by the Acquisition Agreement, approved the Merger Agreement and the transactions contemplated thereby and determined that each of the Offer and the Merger is fair to, and in the best interests of, the stockholders of the Company (other than Parent and Purchaser). The Board, by a unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), has recommended that all holders of Shares accept the Offer and tender their Shares pursuant to the Offer. 4 FAIRNESS OF THE OFFER AND THE MERGER In reaching its determinations referred to immediately above, the Independent Directors considered the following factors, each of which, in the view of the Independent Directors, supported such determinations: (i) the Company's uncertain financial prospects as a result of (a) the current rate at which the Company is utilizing its available funds, and (b) uncertainty as to whether the Company would be able to raise additional capital which would be adequate for its ongoing needs (particularly in light of Parent's stated refusal to participate in any further financing and Parent's ability to maintain its percentage interest in the Company through certain "top-up" rights granted to Parent and Purchaser in connection with their 1991 investment in the Company); (ii) the risk that the Company would suffer the loss of key employees and other adverse consequences if the Company did not accept the Offer and had pursued other alternatives with the attendant delay; (iii) the historical market prices and recent trading activity of the Shares, including the fact that the $19.50 per Share cash consideration to be paid to the Public Stockholders in the Offer and Merger represents a premium of 77.3% over the reported cash price on the last full trading day preceding the public announcement of the initial offer by Parent and Purchaser and a premium of 34.5% over the average closing price for the thirty days prior to January 3, 1997; (iv) the history of the negotiations between the Independent Directors and their representatives and Parent and its representatives, including the facts that (a) the negotiations resulted in an increase in the price at which Parent and Purchaser were prepared to acquire the Company's outstanding Shares from $17.00 to $19.50 per Share, and (b) the Independent Directors belief that Parent and Purchaser would not further increase the Offer and that $19.50 per Share was the highest price which could be obtained from Parent and Purchaser; (v) the opinion of Lehman Brothers that the consideration to be offered to the holders of Shares in each of the Offer and the Merger is fair to such stockholders (other than Parent) from a financial point of view and the report and analysis presented by Lehman Brothers; (vi) the First Minimum Condition's requirement that the Offer not be consummated unless at least a majority of those Shares not held by Parent or Purchaser are validly tendered pursuant to the Offer and not withdrawn; (vii) the stated unwillingness of Parent and Purchaser to consider a sale of their interest in the Company which made pursuit of other potential business combinations impracticable; (viii) the availability of dissenters' rights under Delaware Law; (ix) the likelihood that the proposed acquisition would be consummated, based in part on the financial condition of Parent; (x) the terms and conditions of the Merger Agreement, including the absence of a financing condition; and (xi) the structure of the transaction which is designed, among other things, to result in receipt by the stockholders at the earliest practicable time of the consideration to be paid in the Offer and the fact that the per Share consideration to be paid in the Offer and the Merger is the same. In reading its determinations referred to above, the Board considered the recommendation of the Independent Directors and the factors set forth immediately above, each of which, in view of the Board, supported such determinations. 5 The members of the Board, including the Independent Directors, evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of the Company, and based upon the advice of financial and legal advisors. In light of the number and variety of factors that the Board and the Independent Directors considered in connection with their evaluation of the Offer and the Merger, neither the Board nor the Independent Directors found it practicable to assign relative weights to the foregoing factors, and, accordingly, neither the Board nor the Independent Directors did so. In addition to the factors listed above, the Board and the Independent Directors had each considered the fact that consummation of the Offer and the Merger would eliminate the opportunity of the Public Stockholders to participate in any potential future growth in the value of the Company, but determined that (i) this loss of opportunity was reflected in part by the price of $19.50 per Share to be paid in the Offer and the Merger, and (ii) as noted above, there was significant uncertainty as to the Company's long-term economic viability. The Board, including the Independent Directors, believes that the Offer and the Merger are procedurally fair because, among other things: (i) the Independent Directors consisted of independent directors appointed to represent the interests of the Public Stockholders; (ii) the Independent Directors retained and were advised by independent legal counsel; (iii) the Independent Directors retained Lehman Brothers as their independent financial advisor to assist them in evaluating the Offer and the Merger; (iv) the existence of the First Minimum Condition to the Offer; (v) the deliberations pursuant to which the Independent Directors evaluated the Offer and the Merger and alternatives thereto; and (vi) the fact that the $19.50 per Share price and the other terms and conditions of the Merger Agreement resulted from active arm's length bargaining between representatives of the Independent Directors, on the one hand, and Parent, on the other. The Board and the Independent Directors recognized that the Merger is not structured to require the approval of a majority of the stockholders of the Company other than Purchaser, and that Purchaser has sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of the Company. Consummation of the Offer, however, is conditioned upon the decision of holders of a majority of the Shares, other than those held by Parent or Purchaser, to accept the Offer by tendering their Shares, and a condition to the Merger is that the Purchaser shall have purchased all Shares tendered in the Offer. While consummation of the Offer would result in the stockholders of the Company receiving a premium for their Shares over the trading prices of the Shares prior to the announcement of the Offer and the Merger, it would eliminate any opportunity for stockholders of the Company other than Parent and Purchaser to participate in the potential future growth prospects of the Company. The Board and the Independent Directors, however, believed that this was reflected in the Offer price to be paid. OPINION OF LEHMAN BROTHERS INC. Lehman Brothers has acted as financial advisor to the Independent Directors in connection with the Merger, as described under "SPECIAL FACTORS -- Background of the Offer and the Merger". As part of its role as financial advisor, Lehman Brothers was engaged to render to the Board an opinion as to the fairness, from a financial point of view, to the Company's stockholders (other than Parent) of the consideration to be offered in the Offer and the Merger. On January 6, 1997, in connection with the Independent Directors' preliminary evaluation of the Offer, the Merger and the Merger Agreement, Lehman Brothers made a preliminary presentation to the Independent Directors with respect thereto (the "Lehman Brothers Report"). As part of the presentation, Lehman Brothers reviewed with the Independent Directors certain of the information and financial data described below. Complete copies of the Lehman Brothers Report were delivered to the Independent Directors on January 7, 1997, in connection with the Independent Directors' final evaluation of the Offer, the Merger and the Merger Agreement. On January 9, 1997, representatives of Lehman Brothers reviewed the information included in the Lehman Brothers Report with John J. Schwartz, Ph.D. and Irving L. Weissman, M.D. (the directors of the Company who are neither Independent Directors nor designees of Parent). 6 On January 10, 1997, Lehman Brothers reviewed with the Independent Directors the matters set forth in the Lehman Brothers Report and rendered its oral opinion to the Independent Directors that as of that date the proposed consideration to be offered in the Offer and the Merger was fair, from a financial point of view, to the stockholders of the Company, other than Parent. Later on January 10, 1997, in connection with the Board's evaluation of the Offer, the Merger and the Merger Agreement, Lehman Brothers reviewed with the Board the matters set forth in the Lehman Brothers Report and rendered its oral opinion to the Board that as of that date the proposed consideration to be offered in the Offer and the Merger was fair, from a financial point of view, to the stockholders of the Company, other than Parent. Lehman Brothers delivered its written opinion to the Board on January 10, 1997 (the "Lehman Opinion"). A copy of the Lehman Opinion, which sets forth the assumptions made, matters considered and limitations of review undertaken by Lehman Brothers, is attached as Schedule II hereto. No limitations were imposed by the Company or the Independent Directors on the scope of Lehman Brothers' investigation or the procedures to be followed by Lehman Brothers in rendering the Lehman Opinion, except that Lehman Brothers was not authorized to solicit, and did not solicit, any indications of interest from any third party with respect to a purchase of all or a part of the Company's business. Lehman Brothers was not requested to and did not make any recommendation to the Independent Directors or the Board as to the form or amount of consideration to be offered to the stockholders in the Offer or the Merger, which was determined through negotiations between the Independent Directors and its financial and legal advisors (including Lehman Brothers) and Parent and its financial and legal advisors. In arriving at the Lehman Opinion, Lehman Brothers did not ascribe a specific range of value to the Company, but rather made its determination as to the fairness, from a financial point of view, of the consideration to be offered to the stockholders (other than Parent) in the Offer and the Merger on the basis of the financial and comparative analyses described below. The Lehman Opinion is for the use and benefit of the Independent Directors and Messrs. Schwartz and Weissman and was rendered to them in connection with their consideration of the Offer and the Merger and is not intended to be and does not constitute a recommendation to any Public Stockholder as to whether to accept the consideration to be offered to such stockholder in the Offer or the Merger. Lehman Brothers was not requested to opine as to, and the Lehman Opinion does not in any manner address, the Company's underlying business decision to enter into the Merger Agreement. In arriving at the Lehman Opinion, Lehman Brothers reviewed and analyzed: (a) the Merger Agreement and the specific terms of the Offer and the Merger; (b) publicly available information concerning the Company which Lehman Brothers believed to be relevant to its analysis, including the Company's Form 10-K for the year ended December 31, 1995 and the Company's Form 10-Q for the quarter ended September 30, 1996; (c) other financial and operating information with respect to the business, operations and prospects of the Company prepared by the Company in 1996 and furnished to Lehman Brothers by the Company (including financial projections for the fiscal years 1996-2005); (d) a trading history of the Shares from August 7, 1991 to the present and a comparison of that trading history with those of other companies that Lehman Brothers deemed relevant; (e) a comparison of the historical financial results and present financial condition of the Company with those of other companies that Lehman Brothers deemed relevant; (f) an analysis of the cash required to fund the Company's near term capital and operating requirements, the cash currently available to the Company and the alternatives available to the Company to obtain additional financing; and (g) a comparison of the financial terms of the Offer and the Merger with the financial terms of certain other transactions that Lehman Brothers deemed relevant. In addition, Lehman Brothers had discussions with the management of the Company concerning its business, operations, assets, financial condition and prospects, and undertook such other studies, analyses and investigations as Lehman Brothers deemed appropriate. 7 In arriving at the Lehman Opinion, Lehman Brothers assumed and relied upon the accuracy and completeness of the financial information provided by the Company and other information used by Lehman Brothers without assuming any responsibility for independent verification of such information and further relied upon the assurances of management of the Company that they were not aware of any facts that would make the information provided by the Company inaccurate or misleading. With respect to the financial projections of the Company, upon advice of the Company, Lehman Brothers assumed that such projections were reasonably prepared on a basis reflecting the best available estimates and judgments of the management of the Company as to the future financial performance of the Company. However, for purposes of its analysis, Lehman Brothers also considered certain more conservative assumptions and estimates which resulted in significant adjustments to the projections of the Company. Lehman Brothers discussed these adjusted projections with the Company's management and they have agreed that, because the Company's projections have been prepared based on assumptions which include the success of each of its products in human clinical trials and in the marketplace, it is appropriate for Lehman Brothers to adjust such projections to reflect the uncertainties inherent in the business and prospects of the Company and in the Company's ability to secure adequate financing in the future to fund its capital and operating requirements. Without agreeing with each particular adjustment Lehman Brothers made, the Company's management believes that the overall extent of Lehman Brothers' adjustments to the Company's projections is reasonable and that Lehman Brothers' use of such adjusted projections in its analysis is appropriate. In arriving at the Lehman Opinion, Lehman Brothers conducted a limited physical inspection of the properties and facilities of the Company and did not make nor obtain any evaluations or appraisals of the assets or liabilities of the Company. The Lehman Opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of the Lehman Opinion. The following paragraphs summarize the financial and comparative analyses performed by Lehman Brothers in connection with the January 10, 1997 oral opinions and presented initially to the Independent Directors and later to the Board. The summary does not represent a complete description of the analyses performed by Lehman Brothers. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial and comparative analysis and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Furthermore, in arriving at the Lehman Opinion, Lehman Brothers did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevancy of each analysis and factor. Accordingly, Lehman Brothers believes that its analyses must be considered as a whole and that considering any portions of its analyses and of the factors considered by it, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the Lehman Opinion. In its analyses, Lehman Brothers made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the Company's control. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth therein. Additionally, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses actually may be sold. COMMON STOCK PRICE ANALYSIS. Lehman Brothers compared the Company's stock price performance from August 7, 1991 to January 3, 1997 against the offer of $19.50 per Share. Lehman Brothers noted that the offer of $19.50 per Share was above the closing stock price for all but 42 trading days since February 1, 1993. Lehman Brothers also compared the price performance of the Company's common stock from August 7, 1991 to January 3, 1997 with those of the AMEX Biotechnology Index. Using August 7, 1991 as a base value of 100%, on January 3, 1997, the Company's stock price was 67.7% of its base value as compared to the AMEX Biotechnology Index, which was 204.2% of its base value. 8 COMMON STOCK TRADING VOLUME ANALYSIS. Lehman Brothers analyzed the historical daily trading volume of the Company's common stock over various periods. Lehman Brothers noted that since January 1, 1995, 3,285,900 common shares had been traded. Of these shares, only 10.8% of the shares traded between $17.88 to $18.63 per share; 36.3% of the shares traded between $15.88 and $17.88 per share; 37.1% of the shares traded between $13.88 to $15.88; and the remaining 15.8% of the shares traded below $13.88 per share. COMPARABLE PUBLIC COMPANY ANALYSIS. Lehman Brothers compared the historical financial, operating and stock market performances of certain publicly traded companies that it considered relevant with the historical financial and operating performance of the Company, based upon information that was publicly available at that time and based upon information provided to Lehman Brothers by the management of the Company. The companies that Lehman Brothers included in its universe of gene therapy companies were Avigen Inc., GeneMedicine, Inc., Ribozyme Pharmaceuticals, Inc., Somatix Therapy Corporation, Targeted Genetics Corporation and Vical Incorporated (the "Comparable Gene Therapy Companies"), and in its universe of cell therapy companies were Cell Genesys, Inc. and CellPro Incorporated (the "Comparable Cell Therapy Companies"). Lehman Brothers examined both the market value of the total outstanding common equity (the "Market Value") and the Market Value minus "Cash" (the "Technology Value"), the historical cash-burn rate, cash on hand and years of cash remaining for both such groups of comparable companies. "Cash" equals cash and cash equivalents plus short-term marketable securities. Lehman Brothers noted that at the proposed purchase price of $19.50 per Share, the fully-diluted Market Value for the Company of $287.4 million was above the high end of the high/low range of $270.7 million to $36.1 million for the Comparable Gene Therapy Companies, and above the high end of the high/ low range of $196.1 million to $183.8 million for the Comparable Cell Therapy Companies. The proposed purchase price represented a 145.2% premium to the mean market valuation of $117.2 million, and a $187.7% premium to the median market valuation of $99.9 million for the Comparable Gene Therapy Companies. The proposed purchase price represented a 51.3% premium to the mean market valuation of $189.9 million for the Comparable Cell Therapy Companies. Lehman Brothers also noted that the proposed purchase price of $19.50 per share, the fully-diluted Technology Value for the Company of $268.4 million was above the high end of the high/low range of $219.9 million to $15.1 for the Comparable Gene Therapy Companies, and above the high end of the high/ low range of 104.8 million to $77.4 million for the Comparable Cell Therapy Companies. The proposed purchase price represented a 239.8% premium to the mean technology valuation of $79 million, and a 328.8% premium to the median technology valuation of $62.6 million for the Comparable Gene Therapy Companies. The proposed purchase price represented a 194.6% premium to the mean market valuation of $91.1 million. Lehman Brothers noted that, per discussions with the Company management, the Company had approximately $25 million of cash and cash equivalents as of December 31, 1996. Lehman Brothers noted that the Company's implied burn life, calculated as the cash on hand divided by the latest twelve month cash burn rate (defined as the product of net income and depreciation less capital expenditures) of 0.8 years was 74.2% less than the mean implied burn life of 3.1 years for the Comparable Gene Therapy Companies and 91.8% less than the mean implied burn life of 9.7 years for the Comparable Cell Therapy Companies. Lehman Brothers also compared the price performance of the Common Stock from January 2, 1995 to January 3, 1997 with those of an index of the Comparable Gene Therapy and Cell Therapy Companies and the AMEX Biotechnology Index. Using January 2, 1995 as the base of 100%, on January 3, 1997, the Common Stock price was 88.6% of the base value, as compared to an index of the Comparable Gene Therapy and Cell Therapy Companies and the AMEX Biotechnology Index values of 177.9% and 158.6% of their base value, respectively. 9 Because of the inherent differences between the business, operations and prospects of the Company and the businesses, operations and prospects of the Comparable Gene Therapy Companies, the Comparable Cell Therapy Companies and large capitalization biotechnology companies, Lehman Brothers believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis but rather also made qualitative judgments concerning differences between the financial and operating characteristics and prospects of the Company and the Comparable Gene Therapy Companies and the Comparable Cell Therapy Companies that would affect the public trading values of each. DISCOUNTED CASH FLOW ANALYSIS. Lehman Brothers performed a discounted cash flow analysis on the projected financial information provided by the Company to Lehman Brothers. Lehman Brothers noted that the Company's projections were prepared based on assumptions that include, among other things, the success of each of its products in human clinical trials and in the market place. For purposes of its analysis, Lehman Brothers considered certain more conservative assumptions and estimates that reflect the uncertainties inherent in the Company's business and prospects. Using these more conservative assumptions and estimates, Lehman Brothers prepared two scenarios, whereby the second scenario contained more significant adjustments to the Company's projections than the first scenario. Lehman Brothers discounted to present value the projected stream of after-tax cash flows and the terminal year value (the "Terminal Value") of the business. The Terminal Value for the discounted cash flow analysis of the Company's projections was based upon, among other things, a range of 5.0x-8.0x multiples of projected fiscal 2001 revenues. The Terminal Value for the discounted cash flow analyses of Lehman Brothers' two adjusted scenarios were based upon, among other things, ranges of 11.0x-15.0x multiples of projected fiscal 2005 earnings before interest and taxes ("EBIT"). Lehman Brothers analyzed the revenue and EBIT multiples of Amgen, Inc. and an index of U.S. Pharmaceutical Companies. Lehman Brothers noted that in 1990 and 1991 Amgen had revenue multiples of 4.7x and 9.8x, respectively. Lehman Brothers also noted that based on Lehman Brothers equity research estimates, Amgen has a 1997 revenue multiple of 5.3x. Additionally, Lehman Brothers noted that an index of U.S. Pharmaceutical Companies has a one year forward revenue multiple of 3.6x and an EBIT multiple of 16.2x. Lehman Brothers also noted that, based on Lehman Brothers equity research estimates, Amgen has a one year forward EBIT multiple of 12.6x. In performing this analysis, Lehman Brothers used discount rates ranging from 35% to 50%, which were chosen based on several assumptions regarding factors such as the current level of inflation, interest rates, the inherent business risk in the Company's operations, as well as in the gene therapy and biotechnology industry as a whole, and the cost of capital to the Company. For the discounted cash flow analysis of the Company's projections, (i) the firm value of the Company resulting from these analyses ranged from $372.3 million to $1,032.8 million and (ii) the equity value per Share of the Common Stock on a fully-diluted basis resulting from these analyses ranged from $25.92 to $66.70 per Share. In the first of Lehman Brothers' scenarios, (i) the imputed firm value of the Company resulting from these analyses ranged from $144.1 million to $571.7 million and (ii) the imputed equity value per Share of the Common Stock on a fully-diluted basis resulting from these analyses ranged from $11.82 to $38.23. In the second of Lehman Brothers' scenarios, (i) the imputed firm value of the Company resulting from these analyses ranged from $83.1 million to $406.2 million, and (ii) the imputed equity value per Share of the Common Stock on a fully diluted basis resulting from these analyses ranged from $8.06 to $28.01. COMPARABLE TRANSACTION ANALYSIS. Lehman Brothers compared the financial and operating performance of certain companies that had engaged in recent merger or alliance transactions, and which Lehman Brothers considered relevant, with the historical financial and operating performance of the Company, based upon information that was publicly available at the time and based upon information provided to Lehman Brothers by the Company's management. The transactions that Lehman Brothers considered comparable to the Merger included the transactions by Bergen Brunswig Corp. with IVAX Corp., by Rhone-Poulenc Rorer, Inc. with Applied Immune Sciences, Inc., by Sandoz AG with Genetic Therapy, 10 Inc., by Chiron Corporation with Viagene, Inc., by Ligand Pharmaceuticals, Inc. with Glycomed, Inc., by CIBA-GEIGY Limited with Chiron Corporation, by American Cyanamid Company with Immunex Corporation,and by American Home Products with Genetics Institute, Inc. Lehman Brothers analyzed the tender/merger price per share for shares purchased directly from the target company (the "Merger Purchase Price Per Share"). The Merger Purchase Price Per Share for each of these transactions was then compared to the target stock price one day prior to the announcement of the transaction to calculate the premium over such stock price (the "Premium"). The Premium in the comparable transactions analyzed by Lehman Brothers ranged from a high of 67.9% to a low of (13.4)%. In addition, Lehman Brothers noted that the Premium for the Company at the proposed purchase price of $19.50 per Share was 77.3% when compared to the price of $11.00 per share one day prior to Parent's public announcement of its original proposal of $17.00 on May 24, 1996. Lehman Brothers also noted that the premium for the Company at the proposed purchase price of $19.50 per Share was 29.5% on January 3, 1997. In addition, the Merger Purchase Price Per Share for each of these transactions was then compared to: (i) the target's stock price 30 days prior to the announcement of the transaction, (ii) the target's high stock price over the last twelve months prior to announcement of the transaction and (iii) the target's low stock price over the last twelve months prior to announcement of the transaction. The high and low premiums were as follows: (i) 95.3% to (11.3)%, (ii) 245.7% to (54.9)%; and (iii) 533.8% to 5.8%. The respective premiums for the Company at the proposed purchase price of $19.50 per Share for such dates or periods ending May 23, 1996 are as follows (i) 51.5%, (ii) 16.4%, and (iii) 77.3%. Lehman Brothers also noted that the premiums for the Company at the proposed purchase price of $19.50 per Share for such dates or periods ending on January 3, 1997 were (i) 34.5%, (ii) 4.7% and (iii) 77.3%. Because the reasons for and the circumstances surrounding each of the transactions analyzed were specific to each transaction and because of the inherent difference between the businesses, operations and the prospects of the Company and the business, operations and prospects of the selected acquired companies analyzed, Lehman Brothers believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis, but rather also made qualitative judgments concerning differences between the characteristics of these transactions and the Offer and the Merger that would affect the acquisition values of the Company and such acquired companies. HISTORICAL AND PROJECTED FINANCIAL STATEMENTS. Lehman Brothers reviewed historical financial statements of the Company and projected financial statements of the Company through 2005 referred to above as well as the assumptions underlying the Company's projections. In order to analyze the Company's projections, Lehman Brothers compared the Company's projected revenue and EBIT growth rates for five years after initial product launch to Amgen and Genentech's revenue and EBIT growth rates for five years after initial product launch. Lehman Brothers also reviewed the projected financial performance versus actual financial performance in terms of sales, sales growth and net income for Genentech and Genetics Institute. Lehman Brothers also reviewed the projections of Applied Immune Science disclosed publicly in 1993 and compared these projections to Applied Immune Sciences' projections disclosed publicly in 1995. Additionally, Lehman Brothers compared the Company's projected sales disclosed publicly in 1992 to actual sales during 1992 to 1996. Lehman Brothers also compared the Company's projected EBIT margin ("EBIT margin") in 2005 to the 1995 EBIT margins of several large capitalization pharmaceutical companies (the "Pharmaceutical Companies") and noted that the Company's projected EBIT margin in year 2005 was substantially higher than the highest EBIT margin in the year 1995 of the Pharmaceutical Companies. Lehman Brothers also compared the Company's projected selling, general and administrative expenses ("SG&A") as a percentage of revenues and projected 2005 research and development expenses ("R&D") as a percentage of revenues to the SG&A as a percentage of revenues and R&D as a percentage of revenues for several large capitalization pharmaceutical and biotechnology companies (the "Pharmaceutical and Biotechnology Companies"). Lehman Brothers noted that the Company's projected SG&A as a percentage of revenues and R&D as a percentage of revenues was lower than the lowest SG&A as a 11 percentage of revenues and lower than the mean R&D as a percentage of revenues for the Pharmaceutical and Biotechnology Companies. ALTERNATIVES CONSIDERED. Lehman Brothers reviewed the recent weak financing environment for biotechnology companies and also analyzed the stock price changes of certain large biotechnology companies from May 1, 1996 to January 3, 1997. Lehman Brothers noted the decrease in stock prices for the following companies: Amgen Inc., (0.7%); Centocor, Inc., (10.5%); Chiron Corporation, (20.1%); and Genzyme Corporation, (15.7%). Lehman Brothers analyzed the changes in original filing price to offered price for biotechnology initial public offerings from July 1, 1996 to January 3, 1997. Lehman Brothers noted that the mean, median, high and low change of offer price from midpoint of the filing range for initial public offerings was (16.5%), (16.7%), 7.1% and (41.7%), respectively. Lehman Brothers also analyzed the change in original filing price to offered price for biotechnology follow-on offerings from July 1, 1996 to January 3, 1997. Lehman Brothers noted that the mean, median, high and low change of offer price from the original filing price for follow-on offerings was (31.0%), (26.3%), (13.5%) and (52.6%), respectively. Lehman Brothers analyzed the possible dilutive effects of a public offering on the Company's existing stockholders and the dilutive effect of Parent's "top-up" rights under their existing agreements with the Company. Lehman Brothers also reviewed the viability of the Company pursuing certain other strategic alternatives and considered, in particular, the fact that Parent has indicated that it is unwilling to facilitate another potential strategic partner making an offer for the Company. The full text of the written opinion of Lehman Brothers dated as of January 10, 1997, which sets forth the assumptions made, matters considered and limitations on the review undertaken, is attached as Schedule II hereto. Lehman Brothers' opinion is directed only to the fairness of the consideration to be received by the stockholders of the Company (other than Parent) from a financial point of view and has been provided for the use of the Board and the Independent Directors in their evaluation of the Offer and the Merger, does not address any other aspect of the Offer and the Merger or any related transaction and does not constitute a recommendation to any stockholder of the Company as to whether such stockholder should accept the Offer. The summary of the opinion of Lehman Brothers set forth herein is qualified in its entirety by reference to the full text of such opinion. COMPANY FINANCIAL PROJECTIONS The Company does not, as a matter of course, make public forecasts or projections as to future sales, earnings or other income statement data. However, in connection with Purchaser's and Parent's review of the transactions contemplated by the Merger Agreement, Parent examined certain projections prepared by the Company in 1993, the most current projections then in the possession of Parent, including the following:
PROJECTED YEARS ENDING DECEMBER 31, -------------------------------------------------------------------------------------- 1996E 1997E 1998E 1999E 2000E 2001E 2002E 2003E --------- --------- --------- --------- --------- --------- --------- --------- (IN THOUSANDS) Total revenue......................... $ 1,800 $ 2,300 $ 22,579 $ 87,231 $ 147,378 $ 219,492 $ 284,592 $ 339,906 Total operating expenses.............. 59,980 67,286 68,648 65,592 66,271 69,217 72,311 75,560 Pretax earnings/(loss)................ (60,095) (66,987) (54,128) 1,745 50,228 111,022 160,512 201,912 2004E --------- Total revenue......................... $ 393,162 Total operating expenses.............. 78,972 Pretax earnings/(loss)................ 245,503
THE FOREGOING PROJECTIONS WERE BASED ON ASSUMPTIONS CONCERNING THE COMPANY'S PRODUCTS AND BUSINESS PROSPECTS IN 1993, INCLUDING THE ASSUMPTION THAT THE COMPANY WOULD CONTINUE TO OPERATE UNDER THE SAME OWNERSHIP STRUCTURE AS THEN EXISTED. THE PROJECTIONS WERE ALSO BASED ON OTHER REVENUE AND OPERATING ASSUMPTIONS. PROJECTED INFORMATION OF THIS TYPE IS BASED ON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT TO 12 PREDICT AND MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE PROJECTED RESULTS WOULD BE REALIZED OR THAT ACTUAL RESULTS WOULD NOT BE SIGNIFICANTLY HIGHER OR LOWER THAN THOSE SET FORTH ABOVE. IN ADDITION, THESE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND FORECASTS AND ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE SUCH INFORMATION WAS MADE AVAILABLE TO PURCHASER AND PARENT BY THE COMPANY. NONE OF PARENT, PURCHASER, THE COMPANY OR ANY OTHER PARTY ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF THE FOREGOING PROJECTIONS. POSITION OF PARENT AND PURCHASER REGARDING FAIRNESS OF THE OFFER AND THE MERGER Parent and Purchaser believe that the consideration to be received by the Company's stockholders, other than Parent and Purchaser, pursuant to the Offer and the Merger is fair to the Company's stockholders. Parent and Purchaser base their belief solely on (i) the fact that the Company's Board and the Independent Directors concluded that the Offer and the Merger are fair to and in the best interests of the Company's stockholders (other than Parent and Purchaser), (ii) the fact that all designees of Parent on the Board abstained from the votes approving the Merger Agreement and the transactions contemplated thereby and recommending the Offer and the Merger, (iii) the presentation of Morgan Stanley to Parent described below, (iv) the fact that the Acquisition Agreement imposes substantial restrictions on Parent's ability to acquire additional Shares, and that the parties consequently negotiated the terms of the Offer and the Merger and the Merger Agreement with the Company on an arm's-length basis, (v) the fact that the consideration to be paid in the Offer and the Merger represents a premium of approximately 77% over the reported closing price for the Shares on the last trading day prior to the public announcement of Parent's original offer to acquire the remaining equity in the Company and (vi) the historical financial performance of the Company and its financial results. Parent and Purchaser have reviewed the factors considered by the Board in support of its decision, as described in the Schedule 14D-9 and above, and had no basis to question their consideration of or reliance on those factors. In reaching their conclusion, Parent and Purchaser also considered generally the current and historical market prices for the Shares. Neither Parent nor Purchaser found it practicable to assign, nor did either of them assign, relative weights to the individual factors considered in reaching its conclusion as to fairness. ANALYSIS OF FINANCIAL ADVISOR TO PARENT On January 6, 1997, representatives of Morgan Stanley discussed its written presentation regarding the Company (the "Morgan Stanley Presentation") with senior executives of Parent and certain of its affiliates. The Morgan Stanley Presentation included a premium analysis, an historical and comparative market overview of the Company, an analysis of precedent transactions involving certain biotechnology and other companies and a discounted cash flow analysis of the Company, each of which is summarized below. Morgan Stanley was not requested to, and did not, render any opinion with respect to the fairness of the consideration to be paid pursuant to the Offer or the Merger. Neither Parent nor any of its affiliates imposed any limitations on the scope of Morgan Stanley's evaluation. PREMIUM ANALYSIS. The Morgan Stanley Presentation included a premium analysis which indicated that the $19.50 per Share to be paid in the Offer and the Merger represented a 51.5% premium over the April 24, 1996 per Share price (the price 30 days prior to Parent's initial offer to the Company), a 77.3% premium over the May 23, 1996 per Share price (the last full trading day prior to Parent's initial offer to Company), a 17.3% premium over the implied per Share price of Purchaser's previous investment in the Company made on January 31, 1995 and a 16.4% premium over the January 5, 1996 per Share price (the latest 12 month high prior to the announcement of Parent's initial offer on May 24, 1996). In addition, the premium analysis indicated that the $19.50 per Share to be paid in the Offer and the Merger represented a 29.5% premium over the January 3, 1997 per Share price. 13 COMPANY HISTORICAL COMMON STOCK PERFORMANCE. Morgan Stanley's analysis of the Company's Common Stock performance consisted of an historical analysis of: (i) the closing prices and trading volumes of the Shares from January 2, 1996 to January 3, 1997, (ii) the price performance of the Shares compared against the Tier I Biotech Index (as defined below), the Gene Therapy and Transgenic Index (as defined below), the Pharmaceutical Index (as defined below) and the Standard & Poor's 500 Index from May 24, 1996 to January 3, 1997 (the "Post-Offer Analysis") and (iii) the price performance of the Shares compared against the foregoing indices from December 2, 1991 to January 3, 1997 (the "Five-Year Analysis"). The Tier I Biotech Index included the following publicly traded companies: Amgen Inc., Biogen, Inc., Centocor, Inc., Chiron Corporation, Genentech, Inc., Genetics Institute, Inc., Gensia, Inc., Genzyme Corporation, Immunex Corporation and Synergen, Inc. The Gene Therapy and Transgenic Index included the following companies: Applied Immune Sciences, Inc., Cell Genesys, Inc., Cellpro Incorporated, Cephalon, Inc., The Immune Response Corporation and Vical Incorporated. The Pharmaceutical Index included the following companies: Abbott Laboratories, American Home Products Corporation, Bristol-Myers Squibb Company, Johnson & Johnson, Eli Lilly and Company, Mark Resources, Inc., Merck & Co., Inc., Pfizer Inc., Rhone-Poulenc Rorer Inc., Schering-Plough Corporation, Syntex Corporation, The Upjohn Company and Warner-Lambert Company. Both the Post-Offer Analysis and the Five-Year Analysis showed that, during the respective comparison periods, the price performance of each of the indices used for comparative purposes was superior to the price performance of the Company's Common Stock. PRECEDENT TRANSACTION PREMIUM ANALYSIS. The Morgan Stanley Presentation summarized the results of Morgan Stanley's precedent transaction premium analysis. The Morgan Stanley Presentation grouped transactions (without identifying them by name) in categories identified as biotechnology minority squeeze-outs, biotechnology 100% control transactions, selected biotechnology majority partial purchases, minority squeeze-outs generally and selected biotechnology minority investments, and also analyzed the premiums in the Rhone-Poulenc Rorer Inc./Applied Immune Sciences, Inc. transaction, the abandoned American Home Products Corporation/Immunex ("AHP/IMNX") transaction and in Purchaser's prior investments in the Company. The precedent transaction premium analysis, excluding the abandoned AHP/ IMNX transaction and Purchaser's prior investments in the Company, indicated premiums over the unaffected market price (the price 30 days in advance of public announcement of the transaction), ranging from 11.0% to 57.9% and premiums over the price one day prior to public announcement ranging from 14.0% to 67.9%. In the Rhone-Poulenc Rorer/Applied Immune Sciences, Inc. transaction, the sole precedent transaction where a majority stockholder acquired the minority interest in a biotechnology company, the premium over the unaffected market price was 46.9% and the premium over the price one day prior to public announcement was 67.9%. As part of the precedent transactions analysis, Morgan Stanley averaged for each category the premium over the unaffected market price with the premium for such category one day prior to public announcement, and using such average category premium calculated an average implied stock price for the Shares. Excluding the abandoned AHP/IMNX transaction and Purchaser's prior investments in the Company, this analysis indicated a range of implied prices of from $13.42 to $18.69 per Share. DISCOUNTED CASH FLOW ANALYSIS. The Morgan Stanley Presentation included a discounted cash flow analysis to estimate the present value of the stand-alone unleveraged free cash flows that the Company may be expected to generate based upon estimates prepared by Morgan Stanley without access to any recent confidential information concerning the Company. Morgan Stanley's estimates were based upon publicly available information and upon financial forecasts prepared by the Company and examined by Parent in 1993. See "SPECIAL FACTORS -- Company Financial Projections". The Company currently derives no significant revenues from the sale of any products for patient treatment. The Company's 1993 forecasts indicated that they did not reflect any assumptions regarding probability of success of current research and development efforts of the Company and, consequently, Morgan Stanley revised such forecasts to reflect such factors. Morgan Stanley's discounted cash flow analysis was based upon estimates that assumed different probability weightings by year for achieving the projected financial performance of 14 the Company. Morgan Stanley prepared two different cases, one based on probability weightings for achieving projected financial performance of 100% prior to estimated product launch in 2001, 100% for 2001-2002, 75% for 2003 and 50% thereafter (the "Base Case"), and one based on probability weightings for achieving projected financial performance of 100% prior to estimated product launch in 2001, 100% for 2001-2002, 50% for 2003 and 33% thereafter (the "Downside Case"). Morgan Stanley discounted the estimated unleveraged free cash flows over an eleven-year period ending with the 2007 calendar year using discount rates of 15.0%, 15.5% and 16.0% and assuming a terminal value based on a range of net income multiples of 17x to 20x. Unleveraged free cash flows were calculated as the after-tax operating earnings of the Company (excluding any interest income or expense) plus depreciation and amortization, plus (or minus) net changes in non-cash working capital, minus projected capital expenditures. Morgan Stanley added to the present value of the cash flows the derived terminal value for the Company in 2007 using the range of net income multiples and discount rates described above. Assuming the range of discount rates and net income multiples described above, Morgan Stanley calculated Base Case equity values per fully diluted Share (assuming the exercise of all Options with an exercise price less than or equal to $19.50) ranging from $12.62 to $19.72. The Morgan Stanley analysis showed, however, that small changes in assumptions regarding the probability of success rate for current research and development efforts produced significant changes in derived per Share equity values. In the Downside Case, comparably calculated equity values per fully diluted Share ranged from $2.70 to $7.24. A copy of the Morgan Stanley Presentation has been filed as an Exhibit to the Transaction Statement on Schedule 13E-3 filed with the Commission in connection with the Offer and the Merger. Copies thereof will be made available for inspection and copying at the principal executive offices of the Company during regular business hours by any interested stockholder of the Company, or his representative who has been so designated in writing, and may also be obtained in the manner described under "THE TENDER OFFER -- Section 7. Certain Information Concerning the Company" (except that copies are not available at the regional offices of the Commission). The summary set forth above does not purport to be a complete description of the Morgan Stanley Presentation. In performing its analyses, Morgan Stanley made numerous assumptions (and may have deemed various assumptions more or less probable than others) with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Parent or the Company. The analyses performed by Morgan Stanley are not necessarily indicative of actual values, which may be significantly more or less favorable than those suggested by such analyses. Such analyses do not purport to be appraisals or to reflect the prices at which the Company might actually be sold. In preparing its analyses, Morgan Stanley assumed and relied upon without independent verification the accuracy and completeness of the information reviewed for purposes of its presentation. With respect to the financial forecasts referred to above, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best available estimates and judgments of the future financial performance of the Company at the time they were prepared. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor has it been furnished with any such appraisals. Morgan Stanley's analyses were necessarily based on economic, market and other conditions on, and the information made available to Morgan Stanley as of, the date of its presentation. As described above, the Morgan Stanley Presentation was one of many factors taken into consideration by Parent in making its determination to present the Offer. Consequently, the Morgan Stanley Presentation should not be viewed as determinative of Parent's or Purchaser's decision to proceed with the Offer and the Merger. Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan Stanley, as part of its investment banking business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and for corporate and other 15 purposes. Morgan Stanley was retained by Parent as financial advisor to evaluate a possible acquisition of the Company based upon its qualifications, expertise and reputation, as well as Morgan Stanley's prior investment banking relationship and familiarity with Parent and Purchaser. Morgan Stanley is a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. In the ordinary course of its trading and brokerage activities, Morgan Stanley or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions for its own account or the accounts of customers, in debt or equity securities of Parent, Parent's affiliates or the Company. PURPOSE AND STRUCTURE OF THE OFFER AND THE MERGER; REASONS OF PARENT AND PURCHASER FOR THE OFFER AND THE MERGER The purpose of the Offer and the Merger is for Parent indirectly to acquire control of, and the entire equity interest in, the Company. The purpose of the Merger is for Parent indirectly to acquire all Shares not purchased pursuant to the Offer. Upon consummation of the Merger, the Company will become an indirect wholly owned subsidiary of Parent. The acquisition of the entire equity interest in the Company has been structured as a cash tender offer followed by a cash merger in order to provide a prompt and orderly transfer of ownership of the Company from the public stockholders to Purchaser and to provide stockholders with cash for all of their Shares. Under Delaware Law, the approval of the Board and the affirmative vote of the holders of a majority of the outstanding Shares are required to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board of Directors of the Company has approved and adopted the Merger Agreement and the transactions contemplated thereby, and, unless the Merger is consummated pursuant to the short-form merger provisions under Delaware Law described below, the only remaining required corporate action of the Company is the approval and adoption of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a majority of the Shares. Purchaser already has sufficient voting power to cause the approval and adoption of the Merger Agreement and the transactions contemplated thereby without the affirmative vote of any other stockholder of the Company. In the Merger Agreement, the Company has agreed to take all action necessary to convene a meeting of its stockholders as soon as practicable after the consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby, if such action is required by Delaware Law. Parent and Purchaser have agreed that all Shares owned by them and their subsidiaries will be voted in favor of the Merger Agreement and the transactions contemplated thereby. Under Delaware Law, if Purchaser acquires, pursuant to the Offer or otherwise, the number of Shares that, when added to the Shares owned by Parent, Purchaser or any of their affiliates, equals at least 90% of the Shares then outstanding, Purchaser will be able to approve the Merger without a vote of the Company's stockholders. In such event, Parent, Purchaser and the Company have agreed in the Merger Agreement to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. Purchaser's obligation to consummate the Offer is conditioned on there being validly tendered and not withdrawn at least the number of Shares that, when added to the 10,610,099 Shares owned by Purchaser, shall constitute 90% of the Shares then outstanding, so as to enable Purchaser to consummate the Merger without a vote of the Company's stockholders. If, however, fewer than such number of Shares are validly tendered and not withdrawn, and all other conditions set forth in Annex A of the Merger Agreement are satisfied, Purchaser may extend the Offer for a period not to exceed 20 business days after the initial expiration date of the Offer, after which time Purchaser shall waive the Second Minimum Condition and acquire such fewer number of Shares (although it may not acquire less than a majority of the Shares 16 outstanding other than Shares owned by Parent or Purchaser without the consent of a majority of the Independent Directors). In such case, a vote of the Company's stockholders will be required under Delaware Law, and a significantly longer period of time will be required to effect the Merger. Parent believes that cell and cell-based gene therapy will become a major component of medical treatment of major disorders of the blood and immune system during the next century. Parent believes that the Company is one of the leaders in cellular gene therapy research and that its technology and personnel could provide Parent with a platform for developing this technology. Because of Parent's leading role in the pharmaceuticals industry, its development resources and its worldwide distribution network, Parent believes that it offers the Company a greatly enhanced opportunity to develop and market commercially viable products. Parent considered various means of expanding its collaboration with the Company, including attempting to achieve such an alignment or integration through an expansion of the parties' commercial relationship without increasing Parent's ownership of Shares and through such an expansion of the commercial relationship coupled with some increase in Parent's ownership of Shares. Parent concluded, however, that these approaches would not enable Parent to take full advantage of market opportunities and to achieve the desired level of technology exchange and cooperation. Parent concluded that these benefits were most likely to be achieved if the Company were under common control with Parent, so that their efforts could be jointly directed without the conflicts of interest that might otherwise arise. Consequently, Parent concluded that an acquisition by Parent of the entire equity interest in the Company should be considered. Parent chose to undertake the transaction at this time because the businesses in which Parent and the Company operate are subject to rapid change and Parent wished to take advantage of commercial opportunities that might no longer be available at a later time. PLANS FOR THE COMPANY AFTER THE OFFER AND THE MERGER; CERTAIN EFFECTS OF THE OFFER Pursuant to the Merger Agreement, upon completion of the Offer, Parent and Purchaser intend to effect the Merger in accordance with the terms of the Merger Agreement. See "SPECIAL FACTORS -- The Merger Agreement". Parent's management has begun, and intends to continue, a review of the Company and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel to determine what changes, if any, would be desirable in order best to organize and integrate the activities of the Company and Parent. Parent and Purchaser expressly reserve the right to make any changes that they deem necessary or appropriate in light of their review or in light of future developments or that would be desirable to permit Parent more effectively to manage the Company and function more efficiently as an integrated worldwide enterprise. Except as otherwise disclosed in this Offer to Purchase, Parent has no present plans or proposals that would result in an extraordinary corporate transaction involving the Company or any of its subsidiaries, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of a material amount of assets. As a result of the Offer, the interest of Parent in the Company's net book value and net earnings will increase to the extent of the number of Shares acquired under the Offer. If the Merger is consummated, Parent's interest in such items will increase to 100% and Parent and its subsidiaries will be entitled to all benefits resulting from that interest, including all income generated by the Company's operations and any future increase in the Company's value. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any decrease in the value of the Company after the Merger. Upon consummation of the Merger, the Surviving Corporation will become a privately held corporation. Accordingly, stockholders will not have the opportunity to participate in the earnings and growth of the Surviving Corporation after the Merger and will not have any right to vote on corporate matters. Similarly, stockholders will not face the risk of losses generated by the Company's operations or decline in the value of the Company after the Merger. 17 Following the consummation of the Merger, the Shares will no longer be quoted on NASDAQ and the registration of the Shares under the Securities Exchange Act of 1934 (the "Exchange Act") will be terminated. Accordingly, following the Merger there will be no publicly traded equity securities of the Company outstanding and the Company will no longer be required to file periodic reports with the Commission. See "THE TENDER OFFER -- Section 11. Effect of the Offer on the Market for Shares; NASDAQ Quotation and Exchange Act Registration". It is expected that, if Shares are not accepted for payment by Purchaser pursuant to the Offer and the Merger is not consummated, the Company's current management, under the general direction of the Board, will continue to manage the Company as an ongoing business. RIGHTS OF STOCKHOLDERS IN THE MERGER No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, stockholders who have not tendered their Shares will have certain rights under Delaware Law to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Such rights to dissent, if the statutory procedures are complied with, could lead to a judicial determination of the fair value of the Shares, as of the day prior to the date on which the stockholders' vote was taken approving the Merger or similar business combination (excluding any element of value arising from the accomplishment or expectation of the Merger), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive payment of a fair rate of interest from the date of consummation of the Merger on the amount determined to be the fair value of their Shares. In determining the fair value of the Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the Shares, including, among other things, asset values and earning capacity. In WEINBERGER V. UOP, INC., the Delaware Supreme Court stated, among other things, that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be the same as or more or less than the purchase price per Share in the Offer or the Merger Consideration. In addition, several decisions by Delaware courts have held that, in certain circumstances, a controlling stockholder of a company involved in a merger has a fiduciary duty to other stockholders which requires that the merger be fair to such other stockholders. In determining whether a merger is fair to minority stockholders, Delaware courts have considered, among other things, the type and amount of consideration to be received by the stockholders and whether there was fair dealing among the parties. The Delaware Supreme Court stated in WEINBERGER and RABKIN V. PHILIP A. HUNT CHEMICAL CORP. that the remedy ordinarily available to minority stockholders in a cash-out merger is the right to appraisal described above. However, a damages remedy or injunctive relief may be available if a merger is found to be the product of procedural unfairness, including fraud, misrepresentation or other misconduct. See Schedule III attached hereto for a description of appraisal rights under Delaware Law, as well as a reproduction of the text of Section 262 of Delaware Law. THE MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 filed by Purchaser and Parent with the Commission in connection with the Offer. Such summary is qualified in its entirety by reference to the Merger Agreement. THE OFFER. The Merger Agreement provides for the commencement of the Offer as promptly as reasonably practicable after the date thereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. Purchaser shall not, without the consent of a majority of the Independent Directors, accept for payment any Shares tendered pursuant to 18 the Offer unless at least a majority of the then issued and outstanding Shares, other than Shares owned by Parent and Purchaser, shall have been validly tendered and not withdrawn prior to the expiration of the Offer. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer is subject to the satisfaction of the Second Minimum Condition and certain other conditions that are described in "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer" hereof. Purchaser and Parent have agreed that no change in the Offer may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer". Pursuant to the Merger Agreement, in the event all conditions set forth in the Merger Agreement shall have been satisfied other than the Second Minimum Condition, Purchaser may extend the Offer for a period or periods aggregating not more than 20 business days after the later of (i) the initial expiration date of the Offer and (ii) the date on which all other conditions set forth in the Merger Agreement shall have been satisfied, after which time (or earlier if Parent does not extend the Offer) Purchaser shall waive the Second Minimum Condition and consummate the Offer. THE MERGER. The Merger Agreement provides that, upon the terms and subject to the conditions thereof, and in accordance with Delaware Law, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease and the Company will continue as the Surviving Corporation of the Merger and will become an indirect wholly owned subsidiary of Parent. Upon consummation of the Merger, each issued and then outstanding Share (other than any Shares held in the treasury of the Company or owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or the Company, and other than Shares held by stockholders who shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law) shall be cancelled and shall be converted automatically into the right to receive the Merger Consideration. Pursuant to the Merger Agreement, each share of common stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. The Merger Agreement provides that the directors of Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and that the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation. The Merger Agreement provides that, at the Effective Time, the Certificate of Incorporation of Purchaser will be the Certificate of Incorporation of the Surviving Corporation; PROVIDED, HOWEVER, that, at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation will be amended to read as follows: "The name of the corporation is SyStemix, Inc." The Merger Agreement also provides that the By-laws of Purchaser will be the By-laws of the Surviving Corporation. Immediately prior to the Effective Time, each outstanding option and warrant to purchase Shares (in each case, a "Stock Option"), whether or not then exercisable, may be surrendered by the holder of such Stock Option for cancellation by the Company, and each holder of a cancelled Stock Option shall be entitled to receive an amount in cash from Purchaser, in consideration for the cancellation of each such Stock Option, at the same time as the Merger Consideration is received by the holders of Shares, equal to the product of (i) the number of Shares to be issued upon the exercise of such Stock Option and (ii) the excess, if any, of the amount paid per Share pursuant to the Offer over the exercise price per Share previously subject to such Stock Option; PROVIDED, HOWEVER, that any Stock Options owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. The Company shall use all reasonable efforts to obtain such consents as may 19 be necessary or required so that, immediately prior to the Effective Time, each Stock Option may be and shall be cancelled by the Company. Purchaser or the designated paying agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement to any holder of Shares and/or Stock Options such amounts that Purchaser or the paying agent is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended, the rules and regulations promulgated thereunder or any provision of state, local or foreign tax law. AGREEMENTS OF PARENT, PURCHASER AND THE COMPANY. Pursuant to the Merger Agreement, the Company shall, if required by applicable law in order to consummate the Merger, duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby (the "Stockholders' Meeting"). At the Stockholders' Meeting, Parent and Purchaser shall cause all Shares then owned by them to be voted in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby. Purchaser currently has sufficient voting power to approve the Merger, even if no other stockholder votes in favor of the Merger. In the event that Purchaser acquires such number of Shares that, when taken together with the Shares previously owned by Purchaser, constitute at least 90% of the then outstanding Shares, the parties have agreed to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company. The Merger Agreement provides that the Company shall, if required by applicable law, as soon as practicable following consummation of the Offer, file a proxy statement with the Commission under the Exchange Act (the "Proxy Statement"), and shall use its best efforts to have the Proxy Statement cleared by the Commission. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the Commission with respect to the Proxy Statement and of any requests by the Commission for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the Commission. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the Commission and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission. The Company and its counsel shall be given the opportunity to review and comment on the Offer documents and any amendments thereto prior to the filing thereof with the Commission. Parent and Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any verbal comments Parent or Purchaser may receive from the Commission or its staff with respect to the Offer documents promptly after the receipt thereof and shall provide the Company and its counsel with a copy of any written responses and telephonic notification of any verbal responses of Parent, Purchaser or their counsel. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties, to respond promptly to all such comments of and requests by the Commission and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. Pursuant to the Merger Agreement, the Company has covenanted and agreed that, between the date of the Merger Agreement and the Effective Time, unless Parent shall otherwise agree in writing, the businesses of the Company and its subsidiaries shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its best efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the current officers, employees and consultants of the 20 Company and its subsidiaries and to preserve the current relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has significant business relations. The Company and Parent are each obligated under the Merger Agreement to give each other prompt notice of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause any representation or warranty contained in the Merger Agreement to be untrue or inaccurate and (ii) any failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it thereunder. Pursuant to the Merger Agreement, the By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in Article XV of the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. Pursuant to the Merger Agreement, the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company and each of its subsidiaries and each fiduciary and agent of each such director and officer (collectively, the "Indemnified Parties") against all costs and expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, whether occurring before or after the Effective Time, until the expiration of the statute of limitations relating thereto (and shall pay any expenses in advance of the final disposition of such action or proceeding to each Indemnified Party to the fullest extent permitted under Delaware Law, upon receipt from the Indemnified Party to whom expenses are advanced of any undertaking to repay such advances required under Delaware Law). In the event of any such claim, action, suit, proceeding or investigation, (i) the Company or the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly after statements therefor are received and (ii) the Company and the Surviving Corporation shall cooperate in the defense of any such matter; PROVIDED, HOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and PROVIDED FURTHER that neither the Company nor the Surviving Corporation shall be obligated to pay the fees and expenses of more than one counsel (plus appropriate local counsel) for all Indemnified Parties in any single action except (x) that the persons who served as directors of the Company who were not designees of Parent shall be entitled to retain one additional counsel (plus appropriate local counsel) to represent them at the expense of the Company or the Surviving Corporation, and (y) to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action, in which case such additional counsel (including local counsel) as may be required to avoid any such conflict or likely conflict may be retained by the Indemnified Parties at the expense of the Company or the Surviving Corporation; and PROVIDED FURTHER that, in the event that any claim for indemnification is asserted or made within the period prior to the expiration of the applicable statute of limitations, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. Parent has agreed to guarantee the foregoing obligations of the Surviving Corporation and, following consummation of the Offer, the Company. The Merger Agreement provides that the Surviving Corporation shall use its reasonable efforts to maintain in effect for six years from the Effective Time, if available, the current directors' and officers' 21 liability insurance policies maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time; PROVIDED, HOWEVER, that in no event shall the Surviving Corporation be required to expend more than an amount per year equal to 175% of current annual premiums paid by the Company for such insurance. In the event that, but for the proviso to the immediately preceding sentence, the Surviving Corporation would be required to expend more than 175% of current annual premiums, the Surviving Corporation shall obtain the maximum amount of such insurance obtainable by payment of annual premiums equal to 175% of current annual premiums. In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, or at Parent's option, Parent, shall assume the foregoing indemnification obligations. Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, each of the parties thereto shall (i) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Merger Agreement, including, without limitation, using its reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of the Merger Agreement, the proper officers and directors of each party to the Merger Agreement and the Surviving Corporation shall use their reasonable best efforts to take all such action. Pursuant to the Merger Agreement, the parties thereto agreed that each of the Acquisition Agreement and the Stock and Warrant Purchase Agreement shall be terminated as of the Effective Time. For purposes of clarity, it is understood by the parties that all representations, warranties and agreements between the parties which, by the terms of such agreements, survive either or both the Closing Date (as that term is defined in each of the Acquisition Agreement and the Stock and Warrant Purchase Agreement) or the termination of such agreements shall all be terminated as of the Effective Time. REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains various customary representations and warranties of the parties thereto, including representations by the Company, Parent and Purchaser as to the enforceability of the Merger Agreement and by the Company as to the absence of certain changes or events concerning the Company's business, compliance with law, corporate status and capitalization and the accuracy of financial statements and filings with the Commission. CONDITIONS TO THE MERGER. Under the Merger Agreement, the respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) to the extent required by Delaware Law and the Company's Certificate of Incorporation, the Merger Agreement and the transactions contemplated thereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company; (b) no foreign, United States or state governmental authority or other agency or commission or foreign, United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of: (i) making the acquisition of Shares by Parent or Purchaser or any affiliate of either of them illegal or otherwise restricting, preventing or prohibiting consummation of the transactions contemplated by the Merger Agreement, (ii) seeking to prohibit or limit materially the ownership or operation by the Company, Parent or any of their respective subsidiaries of all or any material portion of the business or assets of the Company, Parent or any of their respective 22 subsidiaries as a result of the transactions contemplated by the Merger Agreement or (iii) compelling the Company, Parent, Purchaser or any of their respective subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company, Parent or Purchaser or any of their respective subsidiaries as a result of the transactions contemplated by the Merger Agreement; and (c) Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; PROVIDED, HOWEVER, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of the Merger Agreement, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer. TERMINATION; FEES AND EXPENSES. The Merger Agreement may be terminated and the Merger and the other transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of the Merger Agreement and the transactions contemplated thereby by the stockholders of the Company: (a) by mutual written consent duly authorized by the Boards of Directors of Parent, Purchaser and the Company, if such termination is also approved by a majority of the Independent Directors; or (b) by either Parent, Purchaser or the Company if (i) the Effective Time shall not have occurred on or before June 30, 1997; PROVIDED, HOWEVER, that such right to terminate shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date or (ii) any court of competent jurisdiction or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) by Parent if due to an occurrence or circumstance that would result in a failure to satisfy any condition to the Offer, Purchaser shall have (i) failed to commence the Offer within 60 days following the date of the Merger Agreement, (ii) terminated the Offer without having accepted any Shares for payment thereunder or (iii) failed to pay for Shares pursuant to the Offer within 90 days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of Parent or Purchaser to perform in any material respect any material covenant or agreement of either of them contained in the Merger Agreement or the material breach by Parent or Purchaser of any material representation or warranty of either of them contained in the Merger Agreement; or (d) by the Company, upon approval of the Board and a majority of the Independent Directors, if due to an occurrence or circumstance that would result in a failure to satisfy any of the conditions to the Offer, Purchaser shall have (i) failed to commence the Offer within 60 days following the date of the Merger Agreement, (ii) terminated the Offer without having accepted any Shares for payment thereunder or (iii) failed to pay for Shares pursuant to the Offer within 90 days following the commencement of the Offer, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to perform in any material respect any material covenant or agreement of it contained in the Merger Agreement or the material breach by the Company of any material representation or warranty of it contained in the Merger Agreement; or (e) by the Company, upon approval of the Board and a majority of the Independent Directors, (i) if any representation or warranty of Parent and Purchaser in the Merger Agreement which is qualified as to materiality shall not be true and correct or any such representation or warranty that is not so qualified shall not be true and correct in any material respect, in each case as if such representation or warranty was made as of such time on or after the date of the Merger Agreement, or (ii) Parent or Purchaser shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of Parent or Purchaser to be performed or complied with by it under the Merger Agreement. In the event of the termination of the Merger Agreement, the Merger Agreement shall forthwith become void. Except as set forth below, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring such fees and expenses, whether or not the transactions contemplated by the Merger Agreement are consummated. 23 In the event that the Merger Agreement is terminated prior to consummation of the Offer and the Merger, other than a termination by the consent of the parties or a termination by Parent or Purchaser which results from any representation or warranty of the Company in the Merger Agreement not being true and correct or the failure of the Company to perform any obligation or to comply with any agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement, then, in any such event, Purchaser shall, and Parent shall cause Purchaser to, pay all actual out-of-pocket fees and expenses incurred by the parties, including all fees and expenses payable to investment banking firms, counsel and accountants, in connection with the structuring, negotiation, preparation, execution and performance of the Merger Agreement, as well as all printing and advertising expenses. INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE MERGER In considering the recommendation of the Board and the Independent Directors with respect to the Offer and the Merger and the fairness of the consideration to be received in the Offer and the Merger, stockholders should be aware that certain officers and directors of the Company have interests in the Offer and the Merger which are described below and which may present them with certain potential conflicts of interest. Stockholders also should be aware that Parent and Purchaser have certain interests that present actual or potential conflicts of interest in connection with the Offer and the Merger. As a result of Purchaser's current ownership of approximately 73.2% of the outstanding Shares and its nominees constituting a majority of the Company's directors, Purchaser may be deemed to control the Company. The Board was aware of these actual and potential conflicts of interest and considered them along with the other matters described under "SPECIAL FACTORS -- Recommendation of the Company's Board; Fairness of the Offer and the Merger". Parent and Purchaser have not been advised by the executive officers, directors or affiliates of the Company whether any of such persons intends to tender Shares owned by them pursuant to the Offer. STOCK AND STOCK OPTION OWNERSHIP. Purchaser owns (i) 5,993,827 Shares which it acquired pursuant to the Acquisition Agreement, (ii) 4,616,272 Shares which it acquired pursuant to the Stock and Warrant Purchase Agreement and (iii) Warrants to acquire 1,367,600 Shares which it acquired pursuant to the Stock and Warrant Purchase Agreement. Assuming exercise of the Warrants, Purchaser would beneficially own 11,977,699 Shares, representing approximately 67% of the Shares outstanding on a fully diluted basis and 75.5% of the Shares outstanding. Assuming no exercise of the Warrants, Purchaser would own 10,610,099 Shares, representing 64.3% of the Shares outstanding on a fully diluted basis and 73.2% of the Shares outstanding. 24 BENEFICIAL OWNERSHIP OF COMMON STOCK The following table sets forth certain information, as of January 10, 1997, regarding the ownership of Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding Common Stock, each director of the Company, the Chief Executive Officer of the Company, the other officers of the Company, and all executive officers and directors of the Company as a group:
NUMBER OF SHARES PERCENTAGE OF OF COMMON STOCK COMMON STOCK NAME OF BENEFICIALLY BENEFICIALLY BENEFICIAL OWNER OWNED OWNED - ----------------------------------------------------------------------------- ----------------- ----------------- Novartis Biotech Holding Corp.(1)............................................ 11,977,699(3) 75.5% Morgan Guaranty Trust Company of New York(2)................................. 1,251,871 8.6% Iris Brest................................................................... 6,550(4) * Linda M. Burch............................................................... 43,155(5) * James T. DePalma............................................................. 6,100(6) * Harold Edgar................................................................. 50,214(7) * Edgar J. Fullager............................................................ --(8) -- Stephan Guttmann, Ph.D....................................................... --(8) -- Paul Herrling, Ph.D.......................................................... --(8) -- Wendy R. Hitchcock........................................................... 15,374(9) * Audrey F. Jakubowski, M.D.................................................... 1,500(10) * Christopher A. Juttner, M.D.................................................. 7,000(11) * Didier L. Lanson, Ph.D....................................................... 16,497(12) * Hugh Lewis................................................................... 19,442(13) * Fred J. Meyer................................................................ 7,834(8 14) * Ulrich Oppikofer, Ph.D....................................................... --(8) -- Joseph J. Ruvane, Jr......................................................... 55,862(15) * Edgar Schollmaier............................................................ --(16) -- John J. Schwartz, Ph.D....................................................... 177,326(17) 1.2% Roland G. Scollay, Ph.D...................................................... 1,500(18) * Daniel L. Vasella, M.D....................................................... --(8) -- Irving L. Weissman, M.D...................................................... 158,062(19) 1.1% All directors and executive officers as a group (20 persons)................. 566,416(20) 3.9%
- ------------------------ * Represents less than 1%. (1) Purchaser is an indirect wholly owned subsidiary of Parent. The address of the principal executive offices of Parent is Schwarzwaldallee 215, CH-4002, Basle, Switzerland. (2) The address of the principal executive offices of Morgan Guaranty Trust Company of New York is 60 Wall Street, New York, NY 10260. (3) Represents 10,610,099 Shares and Warrants to purchase 1,367,600 Shares. (4) Includes 4,750 Shares purchasable upon the exercise of stock options granted pursuant to the Company's stock option plans, which are exercisable or become so within 60 days of January 10, 1997 ("Presently Exercisable Options"). Ms. Brest also holds options to purchase 19,539 Shares which are not Presently Exercisable Options. (5) Includes 38,155 Presently Exercisable Options. Ms. Burch also holds options to purchase 28,265 Shares which are not Presently Exercisable Options. (6) Represents Presently Exercisable Options. Mr. DePalma also holds 8,448 Shares which are not Presently Exercisable Options. 25 (7) Includes 41,939 Presently Exercisable Options. Mr. Edgar also holds options to purchase 7,500 Shares which are not Presently Exercisable Options. (8) Excludes 11,977,699 Shares beneficially held by Purchaser of which such person may be considered an affiliate. Such person disclaims beneficial ownership of any shares held by Purchaser or its affiliates. (9) Includes 13,374 Shares of Presently Exercisable Options. Ms. Hitchcock also holds 23,233 Shares which are not Presently Exercisable Options. (10) Dr. Jakubowski also holds 20,000 Shares which are not Presently Exercisable Options. (11) Includes 5,000 Presently Exercisable Options. Dr. Juttner also holds options to purchase 20,781 Shares which are not Presently Exercisable Options. (12) Includes 14,694 Presently Exercisable Options. Dr. Lanson also holds options to purchase 14,689 Shares which are not Presently Exercisable Options. (13) Includes 17,942 Presently Exercisable Options. Mr. Lewis also holds 23,927 Shares which are not Presently Exercisable Options. (14) Represents Presently Exercisable Options. Mr. Meyer also holds options to purchase 13,125 Shares which are not Presently Exercisable Options. (15) Represents Presently Exercisable Options. Mr. Ruvane also holds options to purchase 7,500 Shares which are not Presently Exercisable Options. (16) Mr. Schollmaier holds options to purchase 13,463 Shares which are not Presently Exercisable Options. (17) Includes 146,326 Presently Exercisable Options. Dr. Schwartz also holds options to purchase 99,161 Shares which are not Presently Exercisable Options. (18) Dr. Scollay also holds 18,000 Shares which are not Presently Exercisable Options. (19) Includes 13,459 Presently Exercisable Options. Dr. Weissman also holds options to purchase 7,500 Shares which are not Presently Exercisable Options. (20) Includes 365,438 Presently Exercisable Options. RELATED PARTY TRANSACTIONS In April 1993, the Company entered into an agreement with the Sandoz entities to form the Progenesys joint venture with a primary mission to research and develop hematopoietic cell-based, somatic gene therapies against HIV infection. The Company and the Sandoz entities licensed certain initial technologies, within the field, to Progenesys. On August 31, 1995, the Progenesys partnership was dissolved and replaced by the HIV Gene Therapy Collaboration between the Company and the Sandoz entities, with terms and conditions substantially equivalent to those of the partnership agreement. For the year ended December 31, 1995 (through the date of dissolution), the Company's share of Progenesys' operating loss was $2.94 million. Revenue earned by the Company under the HIV Gene Therapy Collaboration was $1.94 million for the year ended December 31, 1995. In November 1993, the Company entered into a two-year collaboration agreement with Parent regarding therapeutic anti-viral agents for HIV infection. The collaboration focused on the underlying pathogenic mechanisms of HIV disease, the identification of new potential targets for anti-viral therapy and the IN VIVO testing of anti-HIV agents under development. The Company and Parent jointly decided to terminate the agreement as of March 31, 1995. Revenue earned by the Company under the agreement for the year ended December 31, 1995, was $250,000. 26 In March 1994, the Company and Parent agreed to provide funding for a portion of the research carried out at Stanford University School of Medicine. The research is directed by Dr. Irving Weissman as Principal Investigator. Dr. Weissman, a faculty member at Stanford University, is a director, consultant and chairman of the scientific advisory board of the Company. The agreement provides that the Company and Parent have the right to negotiate with Stanford for a license on commercially reasonable terms for intellectual property, if any, that results from the funding. As amended, the agreement provides for funding through December 31, 1995. The Company provided $796,000 of funding in 1995. The Company provided $150,000 of funding and has contributed certain in-kind services during 1996. The agreement has been extended through August 1997. FEES AND EXPENSES The following is an estimate of expenses to be incurred in connection with the Offer and the Merger, other than: (i) the fees and expenses of Lehman Brothers (see "SPECIAL FACTORS -- Opinion of Lehman Brothers" and "THE TENDER OFFER -- Section 14. Fees and Expenses"); and (ii) the fees and expenses of Morgan Stanley (see "SPECIAL FACTORS -- Analysis of Financial Advisor to Parent" and "THE TENDER OFFER -- Section 14. Fees and Expenses"). The Merger Agreement provides that all costs and expenses incurred in connection with the Offer and the Merger will be paid by the party incurring such costs and expenses, unless the Merger Agreement is terminated prior to consummation of the Offer and the Merger (other than a termination by the consent of the parties or a termination by Parent or Purchaser which results from any representation or warranty of the Company in the Merger Agreement not being true and correct or the failure of the Company to perform any obligation or to comply with any agreement or covenant of the Company to be performed or complied with by it under the Merger Agreement), in which case Purchaser shall, and Parent shall cause Purchaser to, pay all actual out-of-pocket fees and expenses incurred by the parties. EXPENSES TO BE PAID BY PURCHASER AND ITS AFFILIATES: Legal Fees..................................................... $ 300,000 Printing and Mailing........................................... 110,000 Advertising.................................................... 74,000 Filing Fees.................................................... 18,100 Depositary Fees................................................ 100,000 Information Agent Fees......................................... 12,500 Miscellaneous.................................................. 150,000 --------- Total........................................................ $ 764,600 --------- --------- EXPENSES TO BE PAID BY THE COMPANY: Legal Fees and Expenses........................................ $ 400,000 Printing and Mailing........................................... 50,000 Miscellaneous.................................................. 100,000 --------- Total........................................................ $ 550,000 --------- ---------
27 THE TENDER OFFER 1. TERMS OF THE OFFER; EXPIRATION DATE. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment, and will pay for, all Shares validly tendered prior to the Expiration Date (as hereinafter defined) and not withdrawn as permitted by "THE TENDER OFFER -- Section 4. Withdrawal Rights". The term "Expiration Date" means 12:00 midnight, New York City time, on Friday, February 14, 1997, unless and until Purchaser, in its sole discretion (but subject to the terms and conditions of the Merger Agreement), shall have extended the period during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire. Purchaser expressly reserves the right, in its sole discretion (but subject to the terms and conditions of the Merger Agreement), at any time and from time to time, to extend for any reason the period of time during which the Offer is open, including the occurrence of any of the conditions specified in "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer", by giving oral or written notice of such extension to the Depositary. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder's Shares. See "THE TENDER OFFER --Section 4. Withdrawal Rights". Subject to the applicable regulations of the Commission, Purchaser also expressly reserves the right, in its sole discretion (but subject to the terms and conditions of the Merger Agreement), at any time and from time to time, (i) to delay acceptance for payment of, or, regardless of whether such Shares were theretofore accepted for payment, payment for, any Shares, pending receipt of any regulatory approval specified in "THE TENDER OFFER -- Section 13. Certain Legal Matters and Regulatory Approval", (ii) to terminate the Offer and not accept for payment any Shares upon the occurrence of any of the conditions specified in "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer" and (iii) to waive any condition, except for the First Minimum Condition, or otherwise amend the Offer in any respect, by giving oral or written notice of such delay, termination, waiver or amendment to the Depositary and by making a public announcement thereof. The Merger Agreement provides that, without the consent of the Company, Purchaser will not (i) decrease the price per Share payable pursuant to the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer or (iii) impose conditions to the Offer in addition to those set forth in "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer". In the event all conditions set forth in the Merger Agreement shall have been satisfied other than the Second Minimum Condition, Purchaser may extend the Offer for a period or periods aggregating not more than 20 business days after the later of (i) the initial expiration date of the Offer and (ii) the date on which all other conditions set forth in the Merger Agreement shall have been satisfied, after which time Purchaser shall waive the Second Minimum Condition. Purchaser acknowledges that (i) Rule 14e-1(c) under the Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer and (ii) Purchaser may not delay acceptance for payment of, or payment for (except as provided in clause (i) of the first sentence of this paragraph), any Shares upon the occurrence of any of the conditions specified in "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer" without extending the period of time during which the Offer is open. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to publish, advertise or 28 otherwise communicate any such public announcement other than by issuing a press release to the Dow Jones News Service. If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Purchaser will extend the Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. Subject to the terms of the Merger Agreement, if, prior to the Expiration Date, Purchaser should decide to decrease the number of Shares being sought or to increase or decrease the consideration being offered in the Offer, such decrease in the number of Shares being sought or such increase or decrease in the consideration being offered will be applicable to all stockholders whose Shares are accepted for payment pursuant to the Offer and, if at the time notice of any such decrease in the number of Shares being sought or such increase or decrease in the consideration being offered is first published, sent or given to holders of such Shares, the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from and including the date that such notice is first so published, sent or given, the Offer will be extended at least until the expiration of such ten business day period. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. The Company has provided Purchaser with the Company's stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the Company's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing. 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn, promptly after the latest to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions to the Offer set forth in "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer". Subject to applicable rules of the Commission and the terms and conditions of the Merger Agreement, Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in "THE TENDER OFFER -- Section 13. Certain Legal Matters and Regulatory Approvals" or in order to comply in whole or in part with any other applicable law. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities") pursuant to the procedures set forth in "THE TENDER OFFER - -- Section 3. Procedures for Accepting the Offer and Tendering Shares", (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required under the Letter of Transmittal. For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, 29 which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. Under no circumstances will interest on the purchase price for Shares be paid, regardless of any delay in making such payment. If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedure set forth in "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares", such Shares will be credited to an account maintained at such Book-Entry Transfer Facility), as promptly as practicable following the expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to any holders of Shares pursuant to the Offer, such increased consideration shall be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. In order for a holder of Shares validly to tender Shares pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will establish accounts with respect to the Shares at the Book-Entry Transfer Facilities for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of any Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing such Book-Entry Transfer Facility to transfer such 30 Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at a Book-Entry Transfer Facility, either the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. SIGNATURE GUARANTEES. Signatures on all Letters of Transmittal must be guaranteed by a firm which is a member of the Medallion Signature Guarantee Program, or by any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) by a registered holder of Shares who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. If a Share Certificate is registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder's Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all the following conditions are satisfied: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, is received prior to the Expiration Date by the Depositary as provided below; and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by the Letter of Transmittal are received by the Depositary within three NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram or facsimile transmission to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the Share Certificates evidencing such Shares, or a Book-Entry Confirmation of the delivery of such Shares, and the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by the Letter of Transmittal. DETERMINATION OF VALIDITY. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser in its sole discretion, which determination shall be final and binding on all parties. Purchaser reserves the absolute right to reject 31 any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Subject to the terms of the Merger Agreement, Purchaser also reserves the absolute right to waive any condition of the Offer or any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. OTHER REQUIREMENTS. By executing the Letter of Transmittal as set forth above, a tendering stockholder irrevocably appoints designees of Purchaser as such stockholder's proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after January 10, 1997). All such proxies shall be considered coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior proxies given by such stockholder with respect to such Shares (and such other Shares and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consent executed by such stockholder (and, if given or executed, will not be deemed to be effective) with respect thereto. The designees of Purchaser will, with respect to the Shares for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of the Company's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's payment for such Shares, Purchaser must be able to exercise full voting rights with respect to such Shares. The acceptance for payment by Purchaser of Shares pursuant to any of the procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO CERTAIN STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH STOCKHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH RESPECT TO A STOCKHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH STOCKHOLDER. SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL. 4. WITHDRAWAL RIGHTS. Tenders of Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after March 17, 1997. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the 32 Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares", any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares". 5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The receipt of cash for Shares pursuant to the Offer or in the Merger will be a taxable transaction for federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. In general, a stockholder will recognize gain or loss for federal income tax purposes equal to the difference between the amount of cash received in exchange for the Shares sold and such stockholder's adjusted tax basis in such Shares. Assuming the Shares constitute capital assets in the hands of the stockholder, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holder will have held the Shares for more than one year at the time of the sale. Gain or loss will be calculated separately for each block of Shares tendered pursuant to the Offer. Legislative proposals have been under consideration that would reduce the rate of federal income taxation of certain capital gains. Such legislation, if enacted, might apply only to gain realized on sales occurring after a date specified in the legislation. It cannot be predicted whether any such legislation ultimately will be enacted and, if enacted, when its effective date will be. In general, in order to prevent backup federal income tax withholding at a rate of 31% on the cash consideration to be received in the Offer, each stockholder who is not otherwise exempt from such requirements must provide such holder's correct taxpayer identification number (and certain other information) by completing the Substitute Form W-9 in the Letter of Transmittal. THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF STOCKHOLDERS, INCLUDING BROKER-DEALERS, STOCKHOLDERS WHO ACQUIRED SHARES PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION, INDIVIDUALS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES AND FOREIGN CORPORATIONS. THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED UPON PRESENT LAW. STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE OFFER AND THE MERGER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX, AND STATE, LOCAL AND FOREIGN TAX LAWS. 33 6. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are listed and principally traded on NASDAQ under the symbol "STMX". The following table sets forth, for the quarters indicated, the high and low bid prices per Share on NASDAQ as reported by the Dow Jones News Service.
HIGH LOW --------- --------- 1995: First Quarter.............................................................. $18 1/2 $12 1/4 Second Quarter............................................................. 14 1/2 11 3/4 Third Quarter.............................................................. 14 1/4 11 3/4 Fourth Quarter............................................................. 16 3/8 13 3/8 1996: First Quarter.............................................................. $16 3/4 $12 1/2 Second Quarter............................................................. 20 1/2 10 3/4 Third Quarter.............................................................. 18 14 1/2 Fourth Quarter............................................................. 17 1/2 12 3/4 1997: First Quarter (through January 10, 1997)................................... $15 1/2 $14 3/4
Although there is no legal or contractual restriction on the payment of dividends by the Company, historically the Company has never declared or paid dividends and has no future plans to do so. The Company currently intends to retain any future earnings for the development of its business. On May 23, 1996, the last full trading day prior to the announcement of Parent's original offer to acquire the Company, the closing price per Share as reported on NASDAQ was $11. On January 10, 1997, the last full trading day prior to the public announcement of the execution of the Merger Agreement, the closing price per Share as reported on NASDAQ was $15 5/16. On January 16, 1997, the last full trading day prior to the commencement of the Offer, the closing price per Share as reported on NASDAQ was $19 1/4. STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES. 7. CERTAIN INFORMATION CONCERNING THE COMPANY. Except as otherwise set forth herein, the information concerning the Company contained in this Offer to Purchase, including financial information, has been furnished by the Company or has been taken from or based upon publicly available documents and records on file with the Commission and other public sources. Neither Purchaser nor Parent assumes any responsibility for the accuracy or completeness of the information concerning the Company furnished by the Company or contained in such documents and records or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Purchaser or Parent. GENERAL. The Company is a Delaware corporation with its principal executive offices located at 3155 Porter Drive, Palo Alto, California 94304. The Company is a biotechnology company focused on creating new cellular and cell-based gene therapies for major disorders of the blood and immune system based on the use of the human hematopoietic stem cell (the "HSC"). The Company believes the special properties of the HSC should produce long-lasting, highly efficient cell, gene replacement and gene modification therapies for cancer, AIDS and other infectious diseases and genetic diseases. In 1991, the Company completed an initial public offering of Common Stock and, since that time, has made no additional underwritten public offerings of Common Stock. 34 FINANCIAL INFORMATION. Set forth below is certain selected financial information relating to the Company which has been excerpted or derived from the audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the "Form 10-K") and the unaudited financial statements contained in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1996 (the "Form 10-Q"). More comprehensive financial information is included in the Form 10-K and Form 10-Q and other documents filed by the Company with the Commission. The financial information that follows is qualified in its entirety by reference to such reports and other documents, including the financial statements and related notes contained therein. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission in the manner set forth below. In addition, Schedules IV and V hereto set forth the Company's audited financial statements for the fiscal year ended December 31, 1995 and the Company's unaudited financial statements for the period ended september 30, 1996, respectively. SYSTEMIX, INC. SELECTED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA)
NINE MONTHS ENDED FISCAL YEAR ENDED SEPTEMBER 30, DECEMBER 31, --------------------- ---------------------- 1996 1995 1995 1994 --------- ---------- ---------- ---------- (UNAUDITED) INCOME STATEMENT DATA: Revenues: Collaborative research from related parties...................... $ 2,975 $ 474 $ 2,168 $ 3,211 Collaborative research........................................... 32 -- 152 -- Research grants.................................................. 15 117 992 234 Contract testing................................................. -- -- 165 669 Other............................................................ 31 44 139 -- --------- ---------- ---------- ---------- Total revenues................................................. 3,053 635 3,616 4,114 Expenses: Research and development Collaborative research........................................... 3,007 739 3,422 4,142 Research grants.................................................. 15 117 992 234 Contract testing................................................. -- -- 150 422 Gene therapy joint venture....................................... -- 862 2,940 3,997 Company-sponsored................................................ 7,462 9,280 39,229 31,740 --------- ---------- ---------- ---------- Total research and development................................. 10,484 10,998 46,733 40,535 General and administrative....................................... 2,082 1,868 8,110 8,819 --------- ---------- ---------- ---------- Total operating expenses....................................... 12,566 12,866 54,843 49,354 --------- ---------- ---------- ---------- Loss from operations............................................... (9,513) (12,231) (51,227 (45,240) Other income (expense)............................................. 666 990 3,140 852 --------- ---------- ---------- ---------- Net loss........................................................... $ (8,847) $ (11,241) $ (48,087) $ (44,388) --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Net loss per share................................................. $ (.61) $ (.78) $ (3.43) $ (4.54) --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- Weighted average shares outstanding................................ 14,493 14,434 14,028 9,773 --------- ---------- ---------- ---------- --------- ---------- ---------- ----------
35
AT SEPTEMBER 30 AT DECEMBER 31, ------------------------ ------------------------ 1996 1995 1995 1994 ----------- ----------- ----------- ----------- (UNAUDITED) BALANCE SHEET DATA: Assets Current assets: Cash and cash equivalents........................................ $ 1,995 $ 28,765 $ 1,679 $ 1,474 Short-term investments........................................... 48,373 37,128 65,836 6,916 Accounts receivable.............................................. 259 1,332 256 243 Prepaid expenses and other current assets........................ 1,164 1,282 1,336 1,145 ----------- ----------- ----------- ----------- Total current assets........................................... 51,791 68,507 69,107 9,778 ----------- ----------- ----------- ----------- Property and equipment, net........................................ 44,862 52,645 50,553 51,998 Long-term investments.............................................. -- 5,698 -- 18,155 Investment in gene therapy joint venture........................... -- -- -- 1,753 Deposits and other assets.......................................... 617 504 542 613 ----------- ----------- ----------- ----------- Total assets................................................... $ 97,270 $ 127,354 $ 120,202 $ 82,297 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities......................... $ 6,744 $ 3,836 $ 3,873 $ 3,332 Accrued compensation............................................. -- -- 2,808 2,332 Current portion of capital lease obligation...................... 1,951 1,792 1,831 1,681 Deferred revenue from related party.............................. 8,400 643 3,097 890 Current portion of accrued rent.................................. 54 -- 69 -- ----------- ----------- ----------- ----------- Total current liabilities...................................... 17,149 6,271 11,678 8,235 Noncurrent portion of capital lease obligation..................... 4,037 5,989 5,518 7,348 Accrued rent, less current portion................................. 4,730 4,336 4,536 3,013 Commitments Stockholders' equity: Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued.................................................... -- -- -- -- Common stock, $.01 par value; 30,0000,000 shares authorized; 14,463,094 and 9,788,283 shares issued and outstanding at December 31, 1995 and 1994, respectively....................... 165 157 157 110 Additional paid-in capital....................................... 246,827 246,256 246,536 164,430 Deferred compensation............................................ (293) (275) (404) (408) Unrealized gain (loss) on short-term investments................. 688 (18) 390 (309) Accumulated deficit.............................................. (176,033) (135,362) (148,209) (100,122) ----------- ----------- ----------- ----------- Total stockholders' equity..................................... 71,354 110,758 98,470 63,701 ----------- ----------- ----------- ----------- $ 97,270 $ 127,354 $ 120,202 $ 82,297 ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
36 RATIO OF EARNINGS TO FIXED CHARGES; BOOK VALUE PER SHARE. The ratio of earnings to fixed charges for the two most recent fiscal years is not relevant for the Company, given that the Company has had negative earnings in the last two fiscal years. The book value per Share was $6.81 at December 31, 1995 and $4.92 per Share at September 30, 1996. The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Information as of particular dates concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company is required to be disclosed in proxy statements distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and also should be available for inspection at the Commission's regional offices located at Seven World Trade Center, 13th Floor, New York, New York 10048 and the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials may also be obtained by mail, upon payment of the Commission's customary fees, by writing to its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The information should also be available for inspection at the National Association of Securities Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006. 8. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser is a Delaware corporation and has not carried on any activities other than in connection with the purchase of securities of the Company pursuant to the Acquisition Agreement and the Stock and Warrant Purchase Agreement, the holding of such securities and activities in connection with the Offer and the Merger. The principal offices of Purchaser are located at 608 Fifth Avenue, New York, New York 10020. Purchaser is an indirect, wholly owned subsidiary of Parent. Parent is a corporation organized under the laws of Switzerland. Its principal offices are located at Schwarzwaldallee 215, CH-4002 Basle, Switzerland. The principal business of Parent and its subsidiaries is Life Sciences, which includes pharmaceuticals, consumer health and vision care products, agribusiness (including crop protection, animal health and seeds) and nutrition products. The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the directors and executive officers of Purchaser and Parent and certain other information are set forth in Schedule I hereto. Purchaser owns 10,610,099 Shares, representing approximately 73.2% of the 14,500,094 Shares outstanding at January 10, 1997, (i) 5,993,827 of which it acquired pursuant to the Acquisition Agreement for an average price of $65.37 per Share and (ii) 4,616,272 of which it acquired pursuant to the Stock and Warrant Purchase Agreement. Purchaser also has Warrants to acquire 1,367,600 Shares which it acquired pursuant to the Stock and Warrant Purchase Agreement. The aggregate purchase price for the Shares and Warrants acquired pursuant to the Stock and Warrant Purchase Agreement was $80 million. Except as described in this Offer to Purchase, (i) none of Purchaser, Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Purchaser, Parent or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (ii) none of Purchaser, Parent nor, to the best knowledge of Purchaser and Parent, any of the persons or entities referred to above nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Shares during the past 60 days. Except as provided in the Merger Agreement and as otherwise described in this Offer to Purchase, none of Purchaser, Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, 37 arrangement, understanding or relationship concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guaranties against loss, guaranties of profits, division of profits or loss or the giving or withholding of proxies. Except as set forth in this Offer to Purchase, since January 1, 1995, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with the Company or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the Commission applicable to the Offer. Except as set forth in this Offer to Purchase, since January 1, 1995, there have been no contacts, negotiations or transactions between any of Purchaser, Parent, or any of their subsidiaries or, to the best knowledge of Purchaser and Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. 9. FINANCING OF THE OFFER AND THE MERGER. The total amount of funds required by Purchaser to consummate the Offer and the Merger and to pay related fees and expenses is estimated to be approximately $83.8 million. Parent will ensure that Purchaser has sufficient funds to acquire all the outstanding Shares pursuant to the Offer and the Merger. Parent will provide such funds from its working capital or its affiliates' working capital or from existing credit facilities or new credit facilities established for this purpose or from a combination of the foregoing. No decision has been made concerning which of the foregoing sources Parent will utilize. Such decision will be made based on Parent's review from time to time of the advisability of particular actions, as well as on prevailing interest rates and financial and other economic conditions and such other factors as Parent may deem appropriate. Parent anticipates that any indebtedness incurred through borrowings under credit facilities will be repaid from a variety of sources, which may include, but may not be limited to, funds generated internally by Parent and its affiliates (including, following the Merger, funds generated by the Surviving Corporation), bank refinancing, and the public or private sale of debt or equity securities. No decision has been made concerning the method Parent will employ to repay such indebtedness. Such decision will be made based on Parent's review from time to time of the advisability of particular actions, as well as on prevailing interest rates and financial and other economic conditions and such other factors as Parent may deem appropriate. 10. DIVIDENDS AND DISTRIBUTIONS. If, on or after January 10, 1997, the Company should declare or pay any dividend on the Shares or make any other distribution (including the issuance of additional shares of capital stock pursuant to a stock dividend or stock split, the issuance of other securities or the issuance of rights for the purchase of any securities) with respect to the Shares that is payable or distributable to stockholders of record on a date prior to the transfer to the name of Purchaser or its nominee or transferee on the Company's stock transfer records of the Shares purchased pursuant to the Offer, then, without prejudice to Purchaser's rights under "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer", (i) the purchase price per Share payable by Purchaser pursuant to the Offer will be reduced (subject to the Merger Agreement) to the extent any such dividend or distribution is payable in cash and (ii) any non-cash dividend, distribution or right shall be received and held by the tendering stockholder for the account of Purchaser and will be required to be promptly remitted and transferred by each tendering stockholder to the Depositary for the account of Purchaser, accompanied by appropriate documentation of transfer. Pending such remittance and subject to applicable law, Purchaser will be entitled to all the rights and privileges as owner of any such non-cash dividend, distribution or right and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion. 11. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; NASDAQ QUOTATION AND EXCHANGE ACT REGISTRATION. The purchase of Shares by Purchaser pursuant to the Offer will reduce the number of Shares that 38 might otherwise trade publicly and will reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by the public. Parent intends to cause the Shares not to be listed for quotation by NASDAQ following consummation of the Offer. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion in NASDAQ. According to NASDAQ's published guidelines, the Shares would not be eligible to be included for listing if, among other things, the number of Shares publicly held falls below 200,000, the number of holders of Shares falls below 400 or the aggregate market value of such publicly held Shares does not exceed $1,000,000. If these standards are not met, quotations might continue to be published in The NASDAQ SmallCap Market, Inc., but if the number of holders of the Shares falls below 300, or if the number of publicly held Shares falls below 100,000, or if the aggregate market value of such publicly held Shares does not exceed $200,000 or there are not at least two registered and active market makers, one of which may be a market maker entering a stabilizing bid, NASDAQ rules provide that the securities would no longer qualify for inclusion in NASDAQ and NASDAQ would cease to provide any quotations. Shares held directly or indirectly by an officer or director of the Company or by a beneficial owner of more than 10% of the Shares will ordinarily not be considered as being publicly held for this purpose. In the event the Shares were no longer eligible for NASDAQ quotation, quotations might still be available from other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of such Shares remaining at such time, the interest in maintaining a market in such Shares on the part of securities firms, the possible termination of registration of such Shares under the Exchange Act as described below and other factors. The Shares are currently "margin securities", as such term is defined under the rules of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. Depending upon factors similar to those described above regarding listing and market quotations, following the Offer it is possible that the Shares might no longer constitute "margin securities" for purposes of the margin regulations of the Federal Reserve Board, in which event such Shares could no longer be used as collateral for loans made by brokers. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application by the Company to the Commission if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders. The termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of Shares and to the Commission and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with shareholders' meetings and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. In addition, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or be eligible for NASDAQ reporting. Purchaser currently intends to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. 12. CERTAIN CONDITIONS OF THE OFFER. Purchaser shall not, without the consent of a majority of the Independent Directors, accept for payment any Shares tendered pursuant to the Offer unless at least a majority of the then issued and outstanding Shares, other than Shares owned by Parent and Purchaser, shall have been validly tendered and not withdrawn prior to the expiration of the Offer. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or pay for any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of, and payment for, Shares tendered, if (i) immediately prior to the expiration of 39 the Offer the Second Minimum Condition shall not have been satisfied or (ii) at any time on or after the date of the Merger Agreement, and prior to the acceptance for payment of Shares, any of the following conditions shall exist: (a) an order shall have been entered in any action or proceeding before any federal or state court or governmental agency or other regulatory body or a permanent injunction by any federal or state court of competent jurisdiction in the United States shall have been issued and remain in effect (i) making illegal the purchase of, or payment for, any Shares by Parent, Purchaser or any affiliate of Parent or Purchaser; (ii) otherwise preventing the consummation of any of the transactions contemplated by the Merger Agreement; (iii) imposing limitations on the ability of Parent, Purchaser or any affiliate of Parent or Purchaser to exercise effectively full rights of ownership of any Shares, including, without limitation, the right to vote any Shares acquired by Purchaser pursuant to the Offer on all matters properly presented to the Company's stockholders, which would effect a material diminution in the value of the Shares acquired by Purchaser; (b) there shall have been any federal or state statute, rule or regulation enacted or promulgated on or after the date of the Offer that could reasonably be expected to result, directly or indirectly, in any of the consequences referred to in clauses (i) through (iii) of paragraph (a) above; (c) any representation or warranty of the Company in the Merger Agreement which is qualified as to materiality shall not be true and correct or any such representation or warranty that is not so qualified shall not be true and correct in any material respect, in each case as if such representation or warranty was made as of such time on or after the date of this Agreement; (d) there shall have occurred and be remaining in effect (i) any general suspension of, or limitation on prices for, trading in securities of the Company on NASDAQ, (ii) any material change in United States or Switzerland currency exchange rates or a suspension of, or limitation on, currency exchange markets in the United States or Switzerland, (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Switzerland, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States or Switzerland or (v) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof; (e) the Merger Agreement shall have been terminated in accordance with its terms; or (f) Purchaser and the Company (with the approval of a majority of the Independent Directors) shall have agreed that Purchaser shall terminate the Offer or postpone the acceptance for payment of or payment for Shares thereunder; which, in the reasonable judgment of Purchaser in any such case, and regardless of the circumstances (including any action or inaction by Parent or any of its affiliates) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment. The foregoing conditions are for the sole benefit of Purchaser and Parent and may be asserted by Purchaser or Parent regardless of the circumstances giving rise to any such condition or may be waived by Purchaser or Parent in whole or in part at any time and from time to time in their sole discretion; PROVIDED, HOWEVER, that Purchaser and Parent may not waive the First Minimum Condition without the consent of a majority of the Independent Directors. Purchaser has agreed to waive the Second Minimum Condition under certain circumstances described herein. See "SPECIAL FACTORS -- The Merger Agreement". The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. 40 13. CERTAIN LEGAL MATTERS AND REGULATORY APPROVALS. GENERAL. Based upon its examination of publicly available information with respect to the Company and the review of certain information furnished by the Company to Parent and discussions of representatives of Parent with representatives of the Company during Parent's investigation of the Company (see "SPECIAL FACTORS -- Background of the Offer and the Merger"), neither Purchaser nor Parent is aware of any license or other regulatory permit that appears to be material to the business of the Company, which might be adversely affected by the acquisition of Shares by Purchaser pursuant to the Offer or, except as set forth below, of any approval or other action by any domestic (federal or state) or foreign governmental, administrative or regulatory authority or agency which would be required prior to the acquisition of Shares by Purchaser pursuant to the Offer. Should any such approval or other action be required, it is Purchaser's present intention to seek such approval or action. Purchaser does not currently intend, however, to delay the purchase of Shares tendered pursuant to the Offer pending the outcome of any such action or the receipt of any such approval (subject to Purchaser's right to decline to purchase Shares if any of the conditions in Section 12 shall have occurred). There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that adverse consequences might not result to the business of the Company, Purchaser or Parent or that certain parts of the businesses of the Company, Purchaser or Parent might not have to be disposed of or held separate or other substantial conditions complied with in order to obtain such approval or other action or in the event that such approval was not obtained or such other action was not taken. Purchaser's obligation under the Offer to accept for payment and pay for Shares is subject to certain conditions, including conditions relating to the legal matters discussed in this Section 13. See "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer". STATE TAKEOVER LAWS. The Company is incorporated under the laws of the State of Delaware. In general, Section 203 of Delaware Law prevents an "interested stockholder" (generally a person who owns or has the right to acquire 15% or more of a corporation's outstanding voting stock, or an affiliate or associate thereof) from engaging in a "business combination" (defined to include mergers and certain other transactions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder unless, among other things, prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became an interested stockholder. Parent became an interested stockholder in 1992 and thus the three-year limitation on a business combination between the Company and Parent is no longer in effect. Accordingly, Section 203 is inapplicable to the Offer and the Merger. A number of other states have adopted laws and regulations applicable to attempts to acquire securities of corporations which are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In EDGAR V. MITE CORP., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS CORP. V. DYNAMICS CORP. OF AMERICA, the Supreme Court held that the State of Indiana may, as a matter of corporate law and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining stockholders. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there. The Company conducts business in a number of states throughout the United States, some of which have enacted takeover laws. Purchaser does not know whether any of these laws will, by their terms, apply to the Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, Purchaser will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws are applicable to the Offer or the Merger, and an 41 appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, Purchaser might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, Purchaser might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, Purchaser may not be obligated to accept for payment any Shares tendered. See "THE TENDER OFFER --Section 12. Certain Conditions of the Offer". ANTITRUST. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice and the FTC and certain waiting period requirements have been satisfied. The acquisition of Shares by Purchaser pursuant to the Offer, however, is not subject to such requirements because Purchaser currently owns in excess of 50% of the outstanding Shares. See "THE TENDER OFFER -- Section 2. Acceptance for Payment and Payment for Shares". The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of Shares by Purchaser pursuant to the Offer. At any time before or after the purchase of Shares pursuant to the Offer by Purchaser, the FTC or the Antitrust Division could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking the divestiture of Shares purchased by Purchaser or the divestiture of substantial assets of Parent, the Company or their respective subsidiaries. Private parties and state attorneys general may also bring legal action under federal or state antitrust laws under certain circumstances. Based upon an examination of information available to Parent relating to the businesses in which Parent, the Company and their respective subsidiaries are engaged, Parent and Purchaser believe that the Offer will not violate the antitrust laws. Nevertheless, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, what the result would be. See "THE TENDER OFFER -- Section 12. Certain Conditions of the Offer". LITIGATION. Shortly after the May 24, 1996 announcement by Parent that it proposed to acquire those Shares of the Company that it did not already own, six cases were filed in the Delaware Court of Chancery challenging the fairness of the proposed transaction to the minority stockholders: WERBOWSKY V. SANDOZ LTD. ET AL. (filed May 24, 1996), VOSLER V. SYSTEMIX, INC. ET AL. (filed May 24, 1996), CINCOTTA V. SANDOZ LTD. ET AL. (filed May 28, 1996), CRANDON CAPITAL PARTNERS V. RUVANE ET AL. (filed May 28, 1996), ROSENBERG V. RUVANE ET AL. (filed May 28, 1996) and TRACY V. BARLOCHER ET AL. (filed May 30, 1996). These cases, all filed as putative class actions, were subsequently consolidated as IN RE SYSTEMIX, INC. SHAREHOLDERS LITIGATION. In substance, the complaints alleged that the acquisition price initially proposed by Parent was not the result of arms' length negotiations and that, in proposing an allegedly inadequate price, Parent was not treating the minority stockholders fairly. The plaintiffs also claimed that the defendants -- Parent, the Company, certain subsidiaries of Parent and several individuals serving as directors of one or more of those companies--breached their fiduciary duties to the public stockholders of the Company by failing to insist on a fair and adequate price. The relief sought by the plaintiffs includes an injunction against consummation of the transaction; in the alternative, an order requiring the defendants to evaluate alternatives to the proposed transaction; rescission of the transaction if consummated; an accounting; and damages in an unspecified amount. 14. FEES AND EXPENSES. Except as set forth below, Purchaser will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer. Morgan Stanley is acting as Dealer Manager in connection with the Offer and has provided certain financial advisory services in connection with the acquisition of the Company. In accordance with the letter agreement dated December 5, 1991 between Sandoz Pharma Ltd. and Morgan Stanley relating to Purchaser's initial investment in the Company, Morgan Stanley is not receiving any additional compensation from Purchaser or Parent for its advisory services or its role as Dealer Manager in connection with the 42 Offer. Parent has agreed to reimburse Morgan Stanley for all reasonable out-of-pocket expenses incurred by Morgan Stanley, including the reasonable fees and expenses of legal counsel, and to indemnify Morgan Stanley against certain liabilities and expenses in connection with its engagement, including certain liabilities under the federal securities laws. Purchaser and Parent have retained Georgeson & Company Inc., as the Information Agent, and ChaseMellon Shareholder Services, L.L.C., as the Depositary, in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. As compensation for acting as Information Agent in connection with the Offer, Georgeson & Company Inc. will be paid a fee of $12,500 and will also be reimbursed for certain out-of-pocket expenses and may be indemnified against certain liabilities and expenses in connection with the Offer, including certain liabilities under the federal securities laws. Purchaser will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, plus reimbursement for out-of-pocket expenses, and will indemnify the Depositary against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws. Brokers, dealers, commercial banks and trust companies will be reimbursed by Purchaser for customary handling and mailing expenses incurred by them in forwarding material to their customers. 15. MISCELLANEOUS. Purchaser is not aware of any jurisdiction in which the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good faith effort to comply with any such state statute. If, after such good faith effort, Purchaser cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by the Dealer Manager or by one or more registered brokers or dealers licensed under the laws of such jurisdiction. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF PURCHASER, PARENT OR THE COMPANY NOT CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. Pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, Parent and Purchaser have filed with the Commission the Schedule 14D-1 together with exhibits, furnishing additional information with respect to the Offer. Pursuant to Rule 14d-9 promulgated under the Exchange Act, the Company has filed with the Commission the Schedule 14D-9 with respect to the Offer, and may file amendments thereto. Parent, Purchaser and the Company have filed a statement on Schedule 13E-3 with respect to the Offer and may file amendments to the Schedule 13E-3. Such statements, including exhibits and any amendments thereto, which furnish certain additional information with respect to the Offer, may be inspected at, and copies may be obtained from, the same places and in the same manner as set forth in "THE TENDER OFFER -- Section 7. Certain Information Concerning the Company" (except that they will not be available at the regional offices of the Commission). NOVARTIS BIOTECH HOLDING CORP. January 17, 1997 43 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER 1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The following table sets forth the name, current business address, citizenship and present principal occupation or employment, and material occupations, positions, offices or employments and business addresses thereof for the past five years of each director and executive officer of Parent. Unless otherwise indicated, the current business address of each person is Novartis Inc., Schwarzwaldallee 215, CH-4002, Basle, Switzerland. Unless otherwise indicated, each such person is a citizen of Switzerland.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, CITIZENSHIP MATERIAL POSITIONS HELD DURING THE PAST AND CURRENT BUSINESS ADDRESS FIVE YEARS AND BUSINESS ADDRESSES THEREOF - --------------------------------------- ------------------------------------------------------------------------ Dr. Alex Krauer Chairman of the Board of Directors, Member of the Committee of the Board, Novartis Inc.; Chairman of the Board of Directors, Member of the Committee of the Board, and Chief Executive Officer, Ciba-Geigy Limited, Klybeckstrasse 141, CH-4002, Basle, Switzerland, from 1987 until December 1996; Director, Baloise Holding, Aeschengraben 21, CH-4051, Basle, Switzerland, since 1980; Director, Swiss Bank Corporation, Aeschenplatz 6, CH-4052 Basle, Switzerland, since 1988; Director, Chiron Corporation, 4560 Horton Street, Emeryville, California 94608, USA, since 1995. Dr. Daniel Vasella President, Member of the Committee of the Board, Chairman of the Novartis Inc. Executive Committee, Novartis Inc.; Head of Pharmaceuticals Division, Lichtstrasse 35 Sandoz Ltd., from May 1995 until December 1996; held various positions CH-4002 Basle within the Sandoz Group during previous five years, Lichtstrasse 35, Switzerland CH-4002, Basle, Switzerland. Hans-Jorg Rudloff* Vice-Chairman, Member of the Committee of the Board, Novartis Inc.; Commercial Union Tower Vice-Chairman, Director, Sandoz Ltd., from 1994 through December 1996; One Undershaft Chairman, MC Securities Ltd., London, England, since 1994; Chairman, London EC3A 8LH MC-BBL Eastern European (Holdings) SA, Luxembourg, since 1994; Director England or Chairman, other MC Group companies; Chairman and Chief Executive Officer, Credit Suisse First Boston, London, England, from 1989 to 1993; c/o MC Securities Geneve SA Member of Executive Board, Credit Suisse Holding, Zurich, Switzerland, 84, Rue du Rhone from 1993 to 1994; Director or Member of the Executive Board, other CH-1200 Geneva Credit Suisse Companies; Vice Chairman, Clariden Bank, Zurich, Switzerland Switzerland, 1987 through 1995; Director, Pargesa Holding SA, Geneva, Switzerland, since 1994; Chairman, Cofinec SA, Paris, France, from 1995 through 1996; Director, Orior, Switzerland, since 1994; Director, HEA Parametre Finance SA, Geneva, Switzerland, since 1996; Chairman of the Supervisory Board, Patria Finance, Czech Republic, since 1995; Director, Bank am Bellevue, Zurich, Switzerland, from 1994 through 1995; Director, TBG Holdings NV, Monaco, since 1995.
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, CITIZENSHIP MATERIAL POSITIONS HELD DURING THE PAST AND CURRENT BUSINESS ADDRESS FIVE YEARS AND BUSINESS ADDRESSES THEREOF - --------------------------------------- ------------------------------------------------------------------------ Prof. Dr. Helmut Sihler** Vice Chairman, Member of the Committee of the Board, Novartis Inc.; c/o Henkel KGaA Retired President and CEO, Henkel KGaA, Germany, from June 1980 through Henkelstrasse June 1992; Member of the Shareholders' Committee, Henkel KGaA, Germany, D-40191 Dusseldorf since June 1992; Vice-Chairman, Ciba-Geigy Limited, from May 1993 until Germany December 1996; Director, Ciba-Geigy Limited, May 1983 through December 1996; Member of the Supervisory Board, Adam Opel AG, Russelsheim, Ger- many, June 1985 through April 1993; Member of the Supervisory Board, Allianz Lebensversicherungs AG, Stuttgart, Germany, from June 1988 through June 1993; Chairman of the Supervisory Board, Degussa AG, Frankfurt, Germany, since April 1991; Chairman of the Supervisory Board, Deutsch Post AG, Frankfurt, Germany, from February 1995 through July 1996; Chairman of the Supervisory Board, Deutsch Telekom AG, Bonn, Germany, since July 1996; Member of the Shareholder's Committee, Freudenberg & Co., Weinheim, Germany, from June 1991 through June 1995; Director, Guinness Plc, London, England, since May 1992; Chairman of the Supervisory Board, Infratest-Burke AG, Munchen, Germany, from October 1992 through April 1996; Director, IBM, Armonk, N.Y., USA, from July 1989 through July 1993; Member of the Supervisory Board, Leipziger Messe GmbH, Leipzig, Germany, since March 1992; Chairman of the Supervisory Board, Dr. Ing. h. c. F. Porsche AG, Stuttgart, Germany, since March 1993. Prof. Dr. Duillo Arigoni Director, Novartis Inc.; Director, Sandoz Ltd. more than five years Organic Chemistry Laboratory until December 1996; Chemistry Professor Emeritus, ETH-Zurich for more Federal Institute of Technology than five years; Member of the Board of Governors, Weizman Institute, (ETH-Z) Rehovot, Israel. Universitatstrasse 16 CH-8092 Zurich Switzerland Birgit Breuel* Director, Novartis Inc.; Director, Ciba-Geigy Limited, from October 1994 Wallstrasse 15/15A through December 1996; Minister of Finance, Government of Niedersachsen, D-10179 Berlin from 1986 through 1990; President, Treuhandanstalt, Berlin, from 1990 Germany until December 1994; Commissioner General, World Exposition EXPO 2000, Government of Germany, since 1995. Prof. Dr. Peter Burckhardt Director, Novartis Inc.; Chief and Professor of Medicine, University Centre Hospitalier Universitiare Hospital, Lausanne, Switzerland, since 1972. CHUV CH-1011 Lausanne Switzerland
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, CITIZENSHIP MATERIAL POSITIONS HELD DURING THE PAST AND CURRENT BUSINESS ADDRESS FIVE YEARS AND BUSINESS ADDRESSES THEREOF - --------------------------------------- ------------------------------------------------------------------------ Dr. Kaspar V. Cassani Director, Novartis Inc.; Retired Vice Chairman, IBM Corporation, since Haldenstrasse 53 1994; Director, Ciba-Geigy Limited, from 1987 through December 1996; CH-8142 Uitikon Director, Zurich Insurance Company, Zurich, Switzerland, since 1987; Switzerland Director, Zurich Life (Vita), Zurich, Switzerland, since 1987; Director, CS Holding, Zurich, Switzerland, from 1988 through May 1996; Director, SKA Credit Suisse, Zurich, Switzerland, 1988 through May 1996; Director, Royal Dutch Petroleum Ltd., The Hague, Netherlands, since 1989; Director, IBM Germany GmbH, Stuttgart, Germany, since 1976. Dr. Hans-Ulrich Doerig Director, Novartis Inc.; Chief Executive Officer, Credit Suisse First c/o Credit Suisse First Boston Boston; Member of the Executive Board, Credit Suisse Group Zurich, Uetlibergstrasse 231 Switzerland; Member of various Boards of Directors of Credit Suisse CH-8070 Zurich Group affiliates; Director, Clariant AG, Muttenz, Switzerland, July 1995 Switzerland through June 1996; Director, Coca-Cola AG, Zurich, Switzerland, since June 1983; Director, Coca-Cola Trading AG, Zurich, Switzerland, since February 1988; Director, Elektrizitats-Gesellschaft Laufenburg AG, Laufenburg, Switzerland, since January 1993; Director, Elektrowatt Ltd., Zurich, Switzerland, since October 1987; Director, Alusuisse-Lonza Holding Ltd., Zurich, Switzerland, since April 1988; Director, EXOR Group S.A., Luxembourg, since June 1984; Director, Hesta AG, Zug, Switzerland, since November 1993; Director, Hesta Tex AG, Zug, Switzerland, since June 1995; Director, HIAG Holding AG, Baar, Switzerland, since April 1991; Director, Konsum Verein Zurich, Zurich, Switzerland, since June 1994; Director Kraftubertragungswerke Rheinfelden AG, Rheinfelden, Germany, since January 1991; Director, Kraftwerk Laufenburg, Laufenburg, Switzerland, since June 1990; Director, Orell Fussli Werbe AG, Zurich, Switzerland, April 1990 through April 1993; Director, Rank Xerox AG, Zurich, Switzerland, since May 1983; Director Societe Luxembourgeoise de Centrales Nucleaires, S. A., Luxembourg, since May 1983; Director, Swiss American Corporation, New York, New York, USA, since April 1982; Director, Swiss American Securities, Inc., New York, New York, USA, since March 1983. Walter G. Frehner Director, Novartis Inc.; Chairman of the Board of Directors, Swiss Bank Inzlingerstrasse 276 Corporation, Basle, Switzerland, from April 1993 through May 1996; CH-4125 Riehen President of the Executive Board, Swiss Bank Corporation, Basle, Switzerland Switzerland, January 1987 through April 1993; Director Ciba-Geigy Limited, from 1994 through December 1996; Director, Baloise Holding, since June 1989; Director, SMH Swiss Corporation for Microelectronics and Watchmaking Industries Ltd., Biel, Switzerland, since November 1978; Director, Nestle AG, Vevey, Switzerland, May 1993 through June 1995; Director, Schindler Holding AG, Hergiswil, Switzerland, since August 1984.
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, CITIZENSHIP MATERIAL POSITIONS HELD DURING THE PAST AND CURRENT BUSINESS ADDRESS FIVE YEARS AND BUSINESS ADDRESSES THEREOF - --------------------------------------- ------------------------------------------------------------------------ Robert L. Genillard Director, Novartis Inc.; Director, Sandoz Ltd., more than five years 1, Quai de Mont Blanc until December 1996; Director, Credit Suisse, Zurich, Switzerland; CH-1211 Geneva Director, CS Holding, Zurich, Switzerland; Vice Chairman of the Switzerland Supervisory Board, TBG Holdings NV, Monaco; Director, Clariden Bank, Zurich, Switzerland; Director Leu Holding AG, Switzerland, from 1990 until 1995; Director, CS First Boston Group, Inc., New York, New York, USA, since 1991. Alexandre F. Jetzer Director, Novartis Inc.; Member of the Executive Committee, Head of Novartis International Inc. International Coordination, Human Resources, Legal, Tax, Novartis Inc., Lichtstrasse 35 since December 1996; President of the Executive Board, Sandoz Ltd., CH-4002 Basle Lichtstrasse 35, CH-4002 Basle, Switzerland from January 1996 through Switzerland December 1996; Vice Chairman and CEO, Sandoz Corporation, 608 Fifth Avenue, New York, New York 10020, USA, from July 1995 through December 1995; Chairman and Chief Executive Officer, Sandoz Pharmaceuticals Corporation, 59 Route 10, East Hanover, New Jersey, USA, from July 1995 through December 1995; Member of the Group Executive Board, Sandoz Ltd., Basle, Switzerland, for more than five years until June 1995; Director, Winterthur Insurance Ltd., Winterthur, Switzerland; Director, Clariden Bank, Zurich, Switzerland, until June 1995; Director, Leu Holding AG, Zug, Switzerland, from 1990 until 1995. Pierre Landolt Director, Novartis Inc.; Director, Sandoz Ltd., Switzerland, more than Fazenda Tamandua five years until December 1996; Executive Director, Moco Agropecuaria Santa Terezinha-Paraiba LTDA, Santa Terezinha-Paraiba, Brazil; Director, Misu Irrigacio PB 58772 Industria e Comercio LTDA; Director; Fair Corretora de Cambio e Valores Brazil LTD, Sao Paulo, Brazil; Chairman, Emasan SA Basle, Switzerland; Director, Banque Scandinave en Suisse, Geneva, Switzerland, since 1994. Heini Lippuner Director, Novartis Inc.; retired President and Chief Operating Officer, Wartenbergstrasse 33 Ciba-Geigy Limited, Klybeckstrasse 141, CH-4002, Basle, Switzerland, CH-4104 Oberwil Member of the Executive Committee, Ciba-Geigy Limited more than five Switzerland years through April, 1996; Director, Credit Suisse Group; Director, Credit Suisse First Boston; Director, Winterthur Insurance Company; Director, Buhler Ltd. Prof. Dr. William J. Rutter*** Director, Novartis Inc.; Chairman of the Board of Directors, Chiron c/o Chiron Corporation Corporation, since 1981; Director, Ciba-Geigy Limited, from April 1995 4560 Horton Street through December 1996; Director, Carnegie Institute of Washington, since Emeryville, CA 94608-2916 1995; Member, Board of Overseers, Harvard University, since 1992. USA Dr. Jean Wander Director, Novartis Inc.; Director, Sandoz Ltd., Basle, Switzerland, more Bollwerk 21 than five years through December 1996; Tax and Legal Advisor; Director, CH-3000 Berne Berner Tagblatt Medien AG, Berne, Switzerland. Switzerland
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, CITIZENSHIP MATERIAL POSITIONS HELD DURING THE PAST AND CURRENT BUSINESS ADDRESS FIVE YEARS AND BUSINESS ADDRESSES THEREOF - --------------------------------------- ------------------------------------------------------------------------ Dr. Raymund Breu Chief Financial Officer, Member of the Executive Committee, Novartis Novartis International Inc. Inc.; Chief Financial Officer and Member of the Executive Committee, Lichtstrasse 35 Sandoz Ltd., from 1993 through December 1996; Group Treasurer, Sandoz CH-4002 Basle Ltd., Lichtstrasse 35, CH-4002 Basle, Switzerland, from 1990 through Switzerland 1993. Dr. Hans Kindler Head of Swiss Services, Member of the Executive Committee, Novartis Inc.; Member of the Executive Committee, responsible for Personnel, Production and Technology, and Safety and Environmental Protection, Ciba-Geigy Limited, Klybeckstrasse 141, CH-4002, Basle, Switzerland, from 1990 through December 1996; Director, Lanz AG, Oensingen, Switzerland. Pierre Douaze**** Head of Healthcare Division, Member of the Executive Committee, Novartis Novartis Pharma Inc. Inc.; Member of the Executive Committee, responsible for the Pharma, Lichtstrasse 35 Self-Medication and Diagnostics Divisions, and worldwide head of Pharma CH-4002 Basle Division, Ciba-Geigy Limited, Klybeckstrasse 141, CH-4002, Basle, Switzerland Switzerland from 1991 through December 1996. Dr. Wolfgang Samo Head of Agribusiness Division, Member of the Executive Committee, Novartis International Inc. Novartis Inc.; Member of the Executive Committee, responsible for Plant Protection, Animal Health and Seeds Divisions and worldwide Head of the Plant Protection Division of Ciba-Geigy Limited, Klybeckstrasse 141, CH-4002, Basle, Switzerland from July 1991 through December 1996. David Pyott***** Head of Nutrition Division, Member of the Executive Committee, Novartis Novartis International Inc. Inc.; Head of Nutrition Division, Sandoz Ltd., Lichtstrasse 35, CH-4002, Basle, Switzerland, from May 1995 through December 1996; held various positions within the Sandoz Group during previous five years. Dr. Hermann Vodicka** Head of Specialty Chemicals, Member of the Executive Committee, Novartis Ciba Specialty Chemicals AG Inc.; Member of the Executive Committee, responsible for the Polymers, Klybeckstrasse 141 Composites, Mettler-Toledo, and Ciba Vision Divisions, and worldwide CH-4002 Basle Head of the Polymers Division of Ciba- Geigy Limited, Klybeckstrasse Switzerland 141, CH-4002, Basle, Switzerland, from 1993 through March 1996; continuing Member of the Executive Committee, March through December 1996; President of Mettler-Toledo, Greifensee, Switzerland, from November 1988 through November 1993; Director, HEXCEL Corp., 281 Tresser Blvd., Stamford, Connecticut, USA.
- ------------------------ * German Citizen ** Austrian Citizen *** U.S.A. Citizen **** French Citizen *****United Kingdom Citizen I-5 2. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, current business address, citizenship and present principal occupation or employment, and material occupations, positions, offices or employments and business addresses thereof for the past five years of each director and executive officer of Purchaser. Unless otherwise indicated, the current business address of each person is 608 Fifth Avenue, New York, New York 10020. Unless otherwise indicated, each such person is a citizen of the United States of America, and each occupation set forth opposite an individual's name refers to employment with Purchaser.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME, CITIZENSHIP MATERIAL POSITIONS HELD DURING THE PAST AND CURRENT BUSINESS ADDRESS FIVE YEARS AND BUSINESS ADDRESSES THEREOF - --------------------------------------- ------------------------------------------------------------------------ Edgar John Fullager* Director, President since 1996; Vice Chairman and Chief Executive Novartis Pharmaceuticals Officer of Sandoz Corporation, New York, New York since January 1996; Corporation Chairman, Novartis Pharmaceuticals Corporation since January 1, 1997; 59 Route 10 Chairman, Sandoz Pharmaceuticals Corporation, East Hanover, New Jersey East Hanover, New Jersey 07936 January 1996 through December 1996; Member of the Executive Committee of Sandoz Pharma Ltd., Basle, Switzerland from 1994 through 1995; Chief Executive Officer of Sandoz Pharmaceuticals in the United Kingdom and Ireland, Vice President of the Association of British Pharmaceuticals Industries, from 1980 through 1993. Robert L. Thompson, Jr. Director, Vice President, and Secretary since 1991; Executive Vice Novartis Corporation President, General Counsel and Secretary, Novartis Corporation, New York, New York since January 1, 1997; Vice President, General Counsel and Secretary, Sandoz Corporation, New York, New York 1989 through December 1996.
- ------------------------ * British Citizen I-6 SCHEDULE II LEHMAN BROTHERS January 10, 1997 Board of Directors SyStemix, Inc. 3155 Porter Drive Palo Alto, CA 94304 Members of the Board of Directors: We understand that Novartis, Inc. ("Novartis"), Novartis Biotech Holdings Corporation, an indirect wholly-owned subsidiary of Novartis ("Purchaser"), and SyStemix ("SyStemix" or the "Company") intend to enter into an Agreement and Plan of Merger (the "Agreement") pursuant to which Purchaser will commence a tender offer to purchase all of the outstanding shares of the Company's common stock at $19.50 per share (the "Offer"). Pursuant to the terms and subject to the conditions of the Agreement, after consummation of the Offer, Purchaser will merge with and into the Company (the "Merger"). (The Merger, together with the Offer, are hereinafter referred to as the "Proposed Transaction".) In the Merger, all shares of the Company's common stock (other than (i) shares held in the Company's treasury, (ii) shares held by Novartis or any of its subsidiaries, and (iii) shares as to which dissenters' rights have been perfected) will be exchanged for cash equal to the amount per share paid in the Offer. The other terms and conditions of the Proposed Transaction are set forth in more detail in the Agreement. We have been requested by Harold Edgar, Joseph Ruvane and Edgar Schollmaier, in their capacity as members of the Board of Directors of the Company (the "Independent Directors"), to render our opinion with respect to the fairness, from a financial point of view, to the stockholders of the Company, other than Novartis, of the consideration to be offered to such stockholders in the Proposed Transaction. We have not been requested to opine as to, and our opinion does not in any manner address, the Company's underlying business decision to proceed with or effect the Proposed Transaction. In arriving at our opinion, we reviewed and analyzed: (1) the Agreement and the specific terms of the Proposed Transaction, (2) the annual report of the Company for the fiscal year ended December 31, 1995 filed on form 10-K, the quarterly financial report of the Company for the fiscal quarter ended September 30, 1996 filed on Form 10-Q and such other publicly available information concerning the Company that we believe to be relevant to our analysis, (3) other financial and operating information with respect to the business, operations and prospects of the Company furnished to us by the Company (including financial projections for years 1996 to 2005 under various operating assumptions), (4) a trading history of the Company's common stock from August 7, 1991 to the present and a comparison of that trading history with those of other companies that we deemed relevant, (5) a comparison of the historical financial results and present financial condition of the Company with those of other companies that we deemed relevant, (6) an analysis of the cash required to fund the Company's near term capital and operating requirements, the cash currently available to the Company and the alternatives available to the Company to obtain additional financing, and (7) a comparison of the financial terms of the Proposed Transaction with the financial terms of certain other recent transactions that we deemed relevant. In addition, we have held discussions with the management of the Company concerning its business, operations, assets, financial condition and prospects and have undertaken such other studies, analyses and investigations as we deemed appropriate. In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us without assuming any responsibility for independent verification of such information and further have relied upon the assurances of management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of the Company, upon the advice of the Company, we have II-1 assumed that such projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company. However, for purposes of our analysis, we also have considered certain more conservative assumptions and estimates which resulted in significant adjustments to the projections of the Company. We have discussed these adjusted projections with the Company's management and they have agreed that, because the Company's projections have been prepared based on assumptions which include the success of each of its products in human clinical trials and in the marketplace, it is appropriate for us to adjust such projections to reflect the uncertainties inherent in the business and prospects of the Company and in the Company's ability to secure adequate financing in the future to fund its capital and operating requirements. Without agreeing with each particular adjustment we have made, the Company's management believes that the overall extent of our adjustments to the Company's projections is reasonable and that our use of such adjusted projections in our analysis is appropriate. In arriving at our opinion, we have conducted only a limited physical inspection of the properties and facilities of the Company and have not made or obtained any evaluations or appraisals of the assets or liabilities of the Company. In addition, you have not authorized us to solicit, and we have not solicited, any indications of interest from any third party with respect to the purchase of all or a part of the Company's business. Our opinion necessarily is based upon market, economic and other conditions as they exist on, and can be evaluated as of, the date of this letter. Based upon and subject to the foregoing, we are of the opinion as of the date hereof that, from a financial point of view, the consideration to be offered to the stockholders of the Company other than Novartis in the Proposed Transaction is fair to such stockholders. We have acted as financial advisor to the Independent Directors in connection with the Proposed Transaction and will receive a fee from the Company for our services, which is contingent in part upon the consummation of the Proposed Transaction. In addition, the Company has agreed to indemnify us for certain liabilities that may arise out of the rendering of this opinion. In the ordinary course of our business, we may trade in the equity securities of the Company for our own account and for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities. This opinion is for the use and benefit of the Independent Directors and is rendered to the Independent Directors in connection with their consideration of the Proposed Transaction. This opinion also is for the use and benefit of Irving L. Weissman, M.D. and John J. Schwartz, Ph.D., in their capacity as members of the Board of Directors of the Company, and is rendered to them in connection with their consideration of the Proposed Transaction. This opinion is not intended to be and does not constitute a recommendation to any stockholder of the Company as to whether to accept the consideration to be offered to such stockholder in connection with the Proposed Transaction. Very truly yours, LEHMAN BROTHERS
II-2 SCHEDULE III SUMMARY OF STOCKHOLDER APPRAISAL RIGHTS AND TEXT OF SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE SUMMARY OF STOCKHOLDER APPRAISAL RIGHTS. No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, stockholders will have certain rights under Delaware Law to dissent and demand appraisal of, and to receive payment in cash of the fair value of, their Shares. Such rights to dissent, if the statutory procedures are complied with, could lead to a judicial determination of the fair value of the Shares, as of the day prior to the date on which the stockholders' vote was taken approving the Merger or similar business combination (excluding any element of value arising from the accomplishment or expectation of the Merger), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive payment of a fair rate of interest from the date of consummation of the Merger on the amount determined to be the fair value of their Shares. In determining the fair value of the Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the Shares, including, among other things, asset values and earning capacity. In WEINBERGER V. UOP, INC., the Delaware Supreme Court stated, among other things, that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be the same, more or less than the purchase price per Share in the Offer or the Merger Consideration. In addition, several decisions by Delaware courts have held that, in certain circumstances, a controlling stockholder of a company involved in a merger has a fiduciary duty to other stockholders which requires that the merger be fair to such other stockholders. In determining whether a merger is fair to minority stockholders, Delaware courts have considered, among other things, the type and amount of consideration to be received by the stockholders and whether there was fair dealing among the parties. The Delaware Supreme Court stated in WEINBERGER and RABKIN V. PHILIP A. HUNT CHEMICAL CORP. that the remedy ordinarily available to minority stockholders in a cash-out merger is the right to appraisal described above. However, a damages remedy or injunctive relief may be available if a merger is found to be the product of procedural unfairness, including fraud, misrepresentation or other misconduct. GENERAL CORPORATION LAW OF THE STATE OF DELAWARE 262 APPRAISAL RIGHTS. (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to Section228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other III-1 instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to Section251 (other than a merger effected pursuant to subsection (g) of Section 251), 252, 254, 257, 258, 263 or 264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the holders of the surviving corporation as provided in subsection (f) of Section251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to SectionSection251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph. (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under Section253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsections (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent III-2 corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of his shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to Section228 or Section253 of this title, each constituent corporation, either before the effective date of the merger or consolidation or within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section; provided that, if the notice is given on or after the effective date of the merger or consolidation, such notice shall be given by the surviving or resulting corporation to all such holders of any class or series of stock of a constituent corporation that are entitled to appraisal rights. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within twenty days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given; provided that, if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw his demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the III-3 corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after his written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted his certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that he is not entitled to appraisal rights under this section. (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, III-4 including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded his appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of his demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. (Last amended by Ch. 349, L. '96, eff. 7-l-96.) III-5 SCHEDULE IV AUDITED FINANCIAL STATEMENTS (AND RELATED NOTES) FOR THE COMPANY FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1995 REPORT OF ERNST & YOUNG L.L.P. INDEPENDENT AUDITORS The Board of Directors and Stockholders SyStemix, Inc. We have audited the accompanying consolidated balance sheets of SyStemix, Inc. as of December 31, 1995 and 1994, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SyStemix, Inc. as of December 31, 1995 and 1994 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. Ernst & Young LLP Palo Alto, California February 22, 1996 IV-1 SYSTEMIX, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
DECEMBER 31, ------------------------ 1995 1994 ----------- ----------- ASSETS CURRENT ASSETS Cash and cash equivalents............................................................. $ 1,679 $ 1,474 Short-term investments................................................................ 65,836 6,916 Accounts receivable................................................................... 256 243 Prepaid expenses and other current assets............................................. 1,336 1,145 ----------- ----------- TOTAL CURRENT ASSETS................................................................ 69,107 9,778 PROPERTY AND EQUIPMENT, AT COST Furniture and equipment under capital leases.......................................... 10,772 10,772 Furniture and equipment............................................................... 17,482 12,054 Leasehold improvements................................................................ 42,389 38,895 Construction in process............................................................... 905 1,367 ----------- ----------- 71,548 63,088 Less accumulated depreciation and amortization........................................ (20,995) (11,090) ----------- ----------- NET PROPERTY AND EQUIPMENT.......................................................... 50,553 51,998 Long-term investments................................................................... -- 18,155 Investment in gene therapy joint venture................................................ -- 1,753 Deposits and other assets............................................................... 542 613 ----------- ----------- $ 120,202 $ 82,297 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities.............................................. $ 3,873 $ 3,332 Accrued compensation.................................................................. 2,808 2,332 Current portion of capital lease obligation........................................... 1,831 1,681 Deferred revenue from related party................................................... 3,097 890 Current portion of accrued rent....................................................... 69 -- ----------- ----------- TOTAL CURRENT LIABILITIES........................................................... 11,678 8,235 Noncurrent portion of capital lease obligation.......................................... 5,518 7,348 Accrued rent, less current portion...................................................... 4,536 3,013 Commitments STOCKHOLDER'S EQUITY Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued............ -- -- Common stock, $0.01 par value; 30,000,000 shares authorized; 14,463,094 and 9,788,283 shares issued and outstanding at December 31, 1995 and 1994, respectively........... 157 110 Additional paid in capital............................................................ 246,536 164,430 Deferred compensation................................................................. (404) (408) Unrealized gain (loss) on short-term investments...................................... 390 (309) Accumulated deficit................................................................... (148,209) (100,122) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY.......................................................... 98,470 63,701 ----------- ----------- $ 120,202 $ 82,297 ----------- ----------- ----------- -----------
See accompanying notes. IV-2 SYSTEMIX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEAR ENDED DECEMBER 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- REVENUES Collaborative research from related party................................... $ 2,168 $ 3,211 $ 5,883 Collaborative research...................................................... 152 -- -- Research grants............................................................. 992 234 328 Contract testing............................................................ 165 669 213 Other....................................................................... 139 -- -- ---------- ---------- ---------- Total revenues............................................................ 3,616 4,114 6,424 EXPENSES Research and Development: Collaborative research.................................................... 3,422 4,142 6,106 Research grants........................................................... 992 234 328 Contract testing.......................................................... 150 422 209 Gene therapy joint venture................................................ 2,940 3,997 2,207 Company-sponsored......................................................... 39,229 31,740 14,119 ---------- ---------- ---------- Total research and development.......................................... 46,733 40,535 22,969 General and administrative.................................................. 8,110 8,819 8,173 ---------- ---------- ---------- TOTAL OPERATING EXPENSES.................................................. 54,843 49,354 31,142 ---------- ---------- ---------- LOSS FROM OPERATIONS.......................................................... (51,227) (45,240) (24,718) Other income (expense)........................................................ 3,140 852 6,265 ---------- ---------- ---------- NET LOSS...................................................................... ($ 48,087) ($ 44,388) ($ 18,453) ---------- ---------- ---------- ---------- ---------- ---------- NET LOSS PER SHARE............................................................ ($ 3.43) ($ 4.54) ($ 1.89) ---------- ---------- ---------- ---------- ---------- ---------- WEIGHTED AVERAGE SHARES OUTSTANDING........................................... 14,028 9,773 9,738 ---------- ---------- ---------- ---------- ---------- ----------
See accompanying notes. IV-3 SYSTEMIX, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (IN THOUSANDS, EXCEPT SHARE DATA)
UNREALIZED GAIN (LOSS) TOTAL COMMON STOCK ADDITIONAL DEFERRED ON ACCUM- STOCK- ------------------------- PAID-IN COMPEN- SHORT-TERM ULATED HOLDERS' SHARES AMOUNT CAPITAL SATION INVESTMENTS DEFICIT EQUITY ------------ ----------- ---------- --------- ------------- ----------- ---------- BALANCE AT DECEMBER 31, 1992.......... 9,710,275 $ 109 $ 163,793 $ (397) $ -- $ (37,281) $ 126,224 Issuance of common stock for cash pursuant to option exercises........ 41,525 1 19 20 Deferred compensation related to issuance of certain stock options... 475 (475) -- Amortization of deferred compensation........................ 380 380 Net loss.............................. (18,453) (18,453) ------------ ----- ---------- --------- ----- ----------- ---------- BALANCE AT DECEMBER 31, 1993.......... 9,751,800 110 164,287 (492) -- (55,734) 108,171 Issuance of common stock for cash pursuant to option exercises........ 36,483 -- 13 13 Deferred compensation related to issuance of certain stock options... 130 (130) -- Amortization of deferred compensation........................ 214 214 Unrealized gain (loss) on short-term investments......................... (309) (309) Net loss.............................. (44,388) (44,388) ------------ ----- ---------- --------- ----- ----------- ---------- BALANCE AT DECEMBER 31, 1994.......... 9,788,283 110 164,430 (408) (309) (100,122) 63,701 Issuance of common stock for cash pursuant to option exercises........ 58,539 -- 31 31 Issuance of common stock to Sandoz, net of offering costs of $496....... 4,616,272 47 79,457 79,504 Deferred compensation related to issuance of certain stock options... 328 (328) -- Amortization of deferred compensation........................ 332 332 Change in unrealized gain (loss) on short-term investments.............. 699 699 Contribution of Progenesys joint venture equity by Sandoz............ 2,290 2,290 Net loss.............................. (48,087) (48,087) ------------ ----- ---------- --------- ----- ----------- ---------- BALANCE AT DECEMBER 31, 1995.......... 14,463,094 $ 157 $ 246,536 $ (404) $ 390 $ (148,209) $ 98,470 ------------ ----- ---------- --------- ----- ----------- ---------- ------------ ----- ---------- --------- ----- ----------- ----------
See accompanying notes. IV-4 SYSTEMIX, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
FOR THE YEAR ENDED DECEMBER 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss.................................................................... ($ 48,087) ($ 44,388) ($ 18,453) Adjustments to reconcile net cash used by operating activities: Depreciation and amortization.......................................................... 9,472 5,541 3,203 Changes in certain assets/liabilities: Accounts receivable..................................................... (13) 738 (802) Prepaid expenses and other current assets............................... (72) (309) (683) Deposits and other assets............................................... 71 (120) (361) Accounts payable and accrued liabilities................................ (767) (3,599) 4,742 Accrued compensation.................................................... 476 1,203 888 Investment in gene therapy joint venture................................ 365 (1,753) -- Accrued rent............................................................ 1,592 1,374 1,605 Deferred revenue from related party..................................... 2,207 890 (452) ---------- ---------- ---------- Total adjustments..................................................... 13,331 3,965 8,140 ---------- ---------- ---------- NET CASH USED BY OPERATING ACTIVITIES......................................... (34,756) (40,423) (10,313) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures...................................................... (4,259) (22,152) (28,878) Purchases of available-for-sale investments............................... (104,043) (14,007) -- Proceeds from sales of available-for-sale investments..................... 22,299 55,328 -- Proceeds from maturities of available-for-sale investments................ 41,678 14,706 -- Purchases of investments.................................................. -- -- (165,172) Proceeds from sales of investments........................................ -- -- 197,220 ---------- ---------- ---------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES........................... (44,325) 33,875 3,170 ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Payments under capital lease obligations.................................. (1,680) (1,404) (521) Proceeds under capital lease obligations.................................. -- 4,033 5,893 Net proceeds from issuance of common stock................................ 79,535 13 20 Net proceeds from dissolution of the joint venture........................ 1,431 -- -- ---------- ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES..................................... 79,286 2,642 5,392 ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................... 205 (3,906) (1,751) Cash and cash equivalents at beginning of year................................ 1,474 5,380 7,131 ---------- ---------- ---------- Cash and cash equivalents at end of year...................................... $ 1,679 $ 1,474 $ 5,380 ---------- ---------- ---------- ---------- ---------- ---------- SUPPLEMENTAL SCHEDULE NON-CASH INVESTING AND FINANCING ACTIVITIES: Net assets transferred from dissolution of joint venture.................... $ 2,248 $ -- $ -- ---------- ---------- ---------- ---------- ---------- ---------- Deferred compensation related to the issuance of stock options.............. $ 328 $ 130 $ 475 ---------- ---------- ---------- ---------- ---------- ---------- SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: Interest paid during the year............................................... $ 716 $ 687 $ 170 ---------- ---------- ---------- ---------- ---------- ----------
See accompanying notes. IV-5 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1995 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION SyStemix, Inc. (the "Company"), incorporated in the State of Delaware on May 13, 1988, is a biotechnology company focused on creating new cellular and cell-based gene therapies for major disorders of the blood and immune system based on the use of the human hematopoietic stem cell. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. DEPRECIATION AND AMORTIZATION The Company depreciates property and equipment using the straight-line method over the estimated useful lives of the assets, ranging from three to five years. Furniture and equipment leased under capital leases are amortized using the straight-line method over the lease term. Leasehold improvements are amortized using the straight-line method over the shorter of their useful lives or the facility lease term (generally 10 years). Depreciation and amortization expense for the year ended December 31, 1995 was $9.1 million ($5.3 million in 1994 and $2.8 million in 1993). USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NET LOSS PER SHARE Net loss per share is computed using the weighted average number of shares of common stock outstanding. Common equivalent shares from stock options are excluded from the computation as their effect is antidilutive. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash held in commercial banks, time deposits and other highly liquid investments with an original maturity of 90 days or less. Cash equivalents are readily convertible into cash and have insignificant interest rate risk. INVESTMENTS Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held to maturity when the Company has a positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Marketable debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at IV-6 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) fair value based on quoted market prices, with the unrealized gains and losses reported in a separate component of stockholders' equity. The amortized cost of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Realized gains or losses and declines in value judged to be other-than-temporary are included in other income. For the year ended December 31, 1995, the gross realized gains and losses on available-for-sale and held-to-maturity securities were immaterial. The cost of securities sold is based on the specific identification method. With the exception of securities issued by the U.S. government, by policy the Company limits the amount of credit exposure to any one issuer. The Company has not experienced any significant losses related to these investments. REVENUE RECOGNITION Collaborative research revenue earned is based on research expenses incurred. Amounts received in advance of services to be performed are recorded as deferred revenue until the related expenses are incurred. Milestone payments are recognized as revenue in the period earned. The Company has received government grants which support the Company's research effort in specific research projects. These grants generally provide for reimbursement of approved costs incurred as defined in the various agreements. Contract testing revenue is recognized in the period earned on a cost plus basis as defined in the relevant agreements. STOCK COMPENSATION In October 1995, the Financial Accounting Standards Board ("FASB") issued Statement No. 123, "Accounting for Stock-Based Compensation ("SFAS 123"). SFAS 123 is effective for fiscal years beginning after December 15, 1995. Under SFAS 123 stock-based compensation expense to employees is measured using either the intrinsic value method as prescribed by Accounting Principle Board Opinion No. 25 or the fair-value method described in SFAS 123. Companies choosing the intrinsic-value method will be required to disclose the pro-forma impact of the fair-value method on net income and earnings per share. The Company plans to implement the standard in 1996 using the instrinsic-value method for stock awards to employees. There will be no effect of adopting the standard on the Company's financial position or results of operations. IMPAIRMENT/DISPOSITION OF LONG-LIVED ASSETS In March 1995, the FASB issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS 121"), which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. SFAS 121 also addresses the accounting for long-lived assets that are expected to be disposed of. The Company will adopt SFAS 121 in the first quarter of 1996. Based on current circumstances the Company believes there will be no effect of adopting the standard on the Company's financial position or results of operations. IV-7 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 2. SANDOZ LTD. INVESTMENT On February 19, 1992, Sandoz Biotech Holdings Corporation ("Sandoz Biotech"), an indirect wholly owned subsidiary of Sandoz Ltd., concluded a tender offer for 4,011,684 shares of the Company's Common Stock, or 49.13% of the Company's then outstanding shares (on a fully diluted basis) for $70 per share. In addition, on February 19, 1992 the Company issued 1,982,143 additional shares of the Company's Common Stock for $56 per share or an aggregate of approximately $111 million, thereby raising Sandoz Biotech's aggregated ownership to 60%. On January 30, 1995 the Company and Sandoz Biotech entered into a stock and warrant purchase agreement whereby the Company issued to Sandoz Biotech, on February 2, 1995, an additional 4,616,272 shares of common stock and warrants to purchase an additional 1,367,600 shares of common stock in exchange for proceeds of $80.0 million. The warrants have an exercise price of $27.50 per share and are exercisable during a three year period ending February 2, 1998. Certain portions of the 1992 acquisition agreement were amended to allow this transaction. The amended acquisition agreement provides that until December 16, 1998, Sandoz Biotech is prohibited from increasing its share holding above 71.6% on a fully-diluted basis (73.9% if the warrants are exercised in full), and from December 17, 1998 to February 18, 2002 above 75%. Sandoz Biotech is, however, permitted to make a tender offer for 100% of the Company's outstanding shares of common stock at any time, but only if the offer is approved by a majority of the Company's independent directors. As of December 31, 1995, Sandoz Biotech held 10,610,099 shares of the Company's common stock. 3. JOINT VENTURE AGREEMENT WITH SANDOZ PHARMACEUTICAL CORP. In April 1993, the Company and Sandoz Pharmaceutical Corp., a wholly owned affiliate of Sandoz Pharma, Ltd. (collectively "Sandoz"), formed an equally owned joint venture ("Progenesys") to research and develop hematopoietic cell-based, somatic gene therapies against HIV infection. The Company and Sandoz licensed their initial technologies within the field to Progenesys. In addition, the Company and Sandoz were each obligated to provide $5.0 million of funding annually to Progenesys through March 1996. The Company accounted for its investment in Progenesys under the equity method. On August 31, 1995, the Company and Sandoz dissolved Progenesys and entered into an agreement for research and development of hematopoietic cell-based somatic gene therapy or prophylaxis of HIV infection (the "HIV Gene Therapy Collaboration"). The terms and conditions of the HIV Gene Therapy Collaboration agreement are substantially equivalent to those of the partnership agreement of April 1993 which created Progenesys. Under the terms of both agreements, the Company and Sandoz are obligated to fund the project equally. Commencing April 1996, the Company, at its option may elect to have Sandoz fund a portion or all of the Company's obligation, to be repaid out of future profits, if any, of the project. The Company intends to elect this option as of April 1996. As a result the Sandoz funding will be treated as collaborative research revenues. After the dissolution of the partnership, the net assets of Progenesys were transferred to the Company resulting in a $2.29 million increase in paid in capital associated with the contribution of Sandoz's interest in the joint venture, and employees of the joint venture became employees of the Company. The Company's share of Progenesys' operating loss amounted to $2.94 million (prior to the dissolution of Progenesys) and $4.0 million for the years ended December 31, 1995 and 1994, respectively. Summarized IV-8 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 3. JOINT VENTURE AGREEMENT WITH SANDOZ PHARMACEUTICAL CORP. (CONTINUED) information for Progenesys at August 31, 1995 (dissolution date) and December 31, 1994, and for the periods then ended is as follows (in thousands):
1995 1994 --------- --------- Total Assets............................................................. $ 8,525 --------- --------- Total Liabilities........................................................ $ 932 --------- --------- Expenses: Research and development............................................... $ 5,532 $ 7,497 General and administrative............................................. 332 497 --------- --------- Net loss................................................................. ($ 5,864) ($ 7,994) --------- --------- --------- ---------
4. COLLABORATIVE RESEARCH AGREEMENTS WITH SANDOZ In July 1992, the Company entered into an agreement with Sandoz to work jointly to identify and isolate a gene that encodes a growth factor that is responsible for human stem cell self-renewal. Under the terms of the agreement, the Company granted Sandoz worldwide rights to use the stem cell growth factor ("SCGF") for IN VIVO uses. The Company retained worldwide rights to use the growth factor EX VIVO and the option to co-promote any resulting product in the United States for IN VIVO uses. In exchange, Sandoz funded the Company's research and development efforts on the SCGF project and made payments to the Company upon the achievement of certain milestones. Pursuant to the terms of the agreement permitting termination after 18 months, the SCGF collaboration ended on June 30, 1994. The Company has reacquired rights previously granted for IN VIVO uses and has continued to fund the SCGF project internally. Revenue earned under the agreement during 1994 was $1.84 million ($5.66 million in 1993). In November 1993, the Company entered into a two-year agreement with Sandoz to work jointly to develop and discover therapeutic agents for HIV infection (the "Anti-Virals Collaboration"). Sandoz funded 50% of the research project. The Company and Sandoz jointly decided to terminate the agreement as of March 31, 1995. Revenue earned in conjunction with this collaboration was $252,000 and $1.37 million for the years ended December 31, 1995 and 1994, respectively. 5. INVESTMENTS The following is a summary of available-for-sale securities at December 31, 1995 and 1994: IV-9 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 5. INVESTMENTS (CONTINUED)
AVAILABLE-FOR SALE SECURITIES -------------------------------------------------------------------------------------- GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE -------------------- -------------------- -------------------- -------------------- (IN THOUSANDS) 1995 1994 1995 1994 1995 1994 1995 1994 --------- --------- --------- --------- --------- --------- --------- --------- Asset-backed securities..................... $ 565 $ 4,951 $ -- $ -- $ (5) $ (179) $ 559 $ 4,772 U.S. Corporate securities................... 8,624 2,585 33 -- -- (104) 8,657 2,481 U.S. Treasury securities and obligations of other U.S. government agencies............ 34,286 -- 203 -- -- -- 34,489 -- U.S. Corporate commercial paper............. 12,325 -- 158 -- -- -- 12,483 -- Mortgage-backed securities.................. -- 1,311 -- -- -- (26) -- 1,285 --------- --------- --------- --------- --------- --------- --------- --------- $ 55,799 $ 8,847 394 $ -- $ (5) $ (309) $ 56,188 $ 8,538 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
The following is a summary of held-to-maturity securities at December 31, 1995 and 1994:
HELD-TO-MATURITY SECURITIES ----------------------------------------------------------------------------- GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE -------------------- -------------------- ---------------------- --------- (IN THOUSANDS) 1995 1994 1995 1994 1995 1994 1995 --------- --------- --------- --------- ----- --------- --------- U.S. Treasury securities and obligations of other U.S. government agencies............. $ 9,648 $ 16,533 $ -- $ -- $ (8) $ (499) $ 9,640 -- -- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- (IN THOUSANDS) 1994 --------- U.S. Treasury securities and obligations of other U.S. government agencies............. $ 16,034 --------- ---------
The amortized cost and estimated fair value of debt securities at December 31, 1995, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.
AVAILABLE-FOR-SALE SECURITIES ------------------------ ESTIMATED AMORTIZED FAIR COST VALUE ----------- ----------- (IN THOUSANDS) 1995 1995 ----------- ----------- Due in one year or less................................................ $ 55,235 $ 55,629 Due after one year through three years................................. 564 559 Due after three years.................................................. -- -- ----------- ----------- $ 55,799 $ 56,188 ----------- ----------- ----------- -----------
Held to maturity securities at December 31, 1995, due in one year or less, were $9.65 million at amortized cost and $9.64 million at estimated fair value. 6. LEASE AND RENTAL COMMITMENTS During 1993 the Company converted its $1.5 million capital lease line with an original principal value of $883,000 into a new $11 million capital lease line. The Company refinanced $4.0 million and $5.9 million IV-10 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 6. LEASE AND RENTAL COMMITMENTS (CONTINUED) of fixed assets under this new capital lease line during 1994 and 1993, respectively. Under the terms of the capital lease line, the Company is required to maintain compensating balances in its short-term and long-term investments equal to 110% of the total principal amounts outstanding under the lease line, which amounted to $8.2 million at December 31, 1995 and $10.1 million at December 31, 1994. Accumulated amortization related to assets under all capital leases at December 31, 1995 was $6.4 million ($4.3 million in 1994). The Company leases certain of its facilities under noncancelable operating leases for an initial term plus renewal options. Total rent expense was approximately $3.3 million in 1995 ($3.2 million in 1994 and $3.0 million in 1993). The Company recognizes rent expense on a straight-line basis over the original lease term. Future minimum lease payments under operating leases (excluding aggregate sublease rental income of $4.5 million) and capital leases, together with the present value of the minimum lease payments as of December 31, 1995 are as follows (in thousands):
CAPITAL OPERATING LEASE LEASES OBLIGATIONS ----------- ----------- Year ending December 31: 1996................................................................................ $ 5,013 $ 2,397 1997................................................................................ 4,751 2,397 1998................................................................................ 5,316 2,847 1999................................................................................ 5,671 913 2000 and thereafter................................................................. 24,183 -- ----------- ----------- Total lease payments...................................................................... $ 44,934 8,554 ----------- ----------- Less amount representing interest......................................................... (1,205) ----------- Present value of future lease payments.................................................... 7,349 Less current portion...................................................................... (1,831) ----------- Noncurrent portion of capital lease obligations........................................... $ 5,518 ----------- -----------
7. STOCK OPTION PLANS In March 1989, the Board of Directors of the Company approved the 1988 Stock Option Plan (the "1988 Plan") whereby incentive and non-statutory options to acquire common stock of the Company are granted to employees and officers of, and consultants to, the Company. In June 1991, the Board of Directors of the Company approved the 1991 Stock Option and Incentive Plan (the "1991 Plan" or, together with the 1988 Plan, the "Plans") pursuant to which the committee administering the Plans may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards and performance share awards (collectively with grants under the 1988 Plan, "Awards") to participants. Awards under the 1991 Plan may be made to eligible employees of the Company, including officers, and nonqualified stock options may be granted to eligible consultants to the Company and, on a non-discretionary basis, to certain non-employee directors of the Company. In June 1995, the Board of IV-11 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 7. STOCK OPTION PLANS (CONTINUED) Directors of the Company and Shareholders authorized an increase of shares of Common Stock for issuance under the Plans from 2,350,000 to 4,000,000 shares. Under the Plans, the exercise price of incentive stock options granted may not be less than 100% (110% in the case of any options granted to a person who owns more than 10% of the total combined voting power of all classes of stock of the Company) of the fair market value of the common stock on the date of grant of the option. Awards generally become exercisable over a four-year period and generally expire ten years from date of grant. In June 1994, the Board of Directors of the Company approved a resolution to offer eligible employees (excluding executive officers) holding stock options granted under the 1991 Plan the opportunity to exchange their original stock options for new options granted at the then current fair market value. As a result, options on 359,779 shares were canceled and regranted. Other than the change in exercise price and addition of a restriction on exercise through December 15, 1994, the new options were granted on the same terms and conditions as the surrendered options. The Company has recorded deferred compensation expense for the difference between the grant price and the fair market value of the Company's common stock for certain Awards granted in 1995, 1994 and 1993. Amortization of deferred compensation for the year ended December 31, 1995 was $332,000 ($214,000 is 1994 and $380,000 in 1993). Awards to purchase 766,332 shares of common stock were exercisable at an aggregate price of approximately $14.3 million as of December 31, 1995 (398,992 shares at $5.3 million in 1994). Activity under the Plans was as follows:
OUTSTANDING AWARDS SHARES --------------------------------------- AVAILABLE AGGREGATE FOR GRANT SHARES PRICE (IN THOUSANDS) ---------- ---------- ----------- -------------- BALANCES AT DECEMBER 31, 1992.............................. 261,234 644,428 $ .01-58.00 $ 10,738 Authorization of additional shares for issuance............ 1,000,000 -- -- -- Awards granted............................................. (443,760) 443,760 .01-25.00 7,648 Awards exercised........................................... -- (41,525) .01- .79 (20) Awards canceled............................................ 39,395 (39,395) .01-54.50 (525) ---------- ---------- ----------- ------- BALANCES AT DECEMBER 31, 1993.............................. 856,869 1,007,268 .01-58.00 17,841 Awards granted............................................. (990,469) 990,469 .01-41.25 16,704 Awards exercised........................................... -- (36,483) .01-17.25 (13) Awards canceled............................................ 475,638 (475,638) .01-58.00 (8,859) ---------- ---------- ----------- ------- BALANCES AT DECEMBER 31, 1994.............................. 342,038 1,485,616 .01-41.25 25,673 Authorization of additional shares for issuance............ 1,650,000 -- -- -- Awards granted............................................. (652,825) 652,825 .01-19.25 8,797 Awards exercised........................................... -- (58,539) .01-12.76 (32) Awards canceled............................................ 385,721 (385,721) .01-23.00 (6,051) ---------- ---------- ----------- ------- BALANCES AT DECEMBER 31, 1995.............................. 1,724,934 1,694,181 $ .01-23.00 $ 28,387 ---------- ---------- ----------- ------- ---------- ---------- ----------- -------
IV-12 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 8. OTHER INCOME (EXPENSE) Other income (expense) consists of the following (in thousands):
1995 1994 1993 --------- --------- --------- Interest income...................................................................... $ 4,302 $ 2,455 $ 5,512 Realized gain (loss) on sale of marketable securities................................ (87) (835) 929 Loss on disposal of property and equipment........................................... (270) -- -- Interest expense..................................................................... (716) (687) (170) Other................................................................................ (89) (81) (6) --------- --------- --------- $ 3,140 $ 852 $ 6,265 --------- --------- --------- --------- --------- ---------
9. AGREEMENTS WITH STANFORD UNIVERSITY In September 1992, the Company amended the development and license agreement with Stanford University which allows the Company to use Stanford's technology and licensed patents relating to the SCID-hu mouse for the purpose of developing, manufacturing and selling any products derived therefrom. The license is exclusive for a term commencing January 1, 1992 and will end March 1, 2000. In exchange for the use of the technology, the Company has made $75,000 payments to Stanford in 1995, 1994 and 1993 which were charged to research and development expense and will continue to make annual payments. In addition, the Company will pay royalties upon the successful commercialization of any products under terms specified in the agreement. In March 1994, the Company together with Sandoz agreed to provide funding for a portion of the research carried out at Stanford University School of Medicine. The Company provided $796,000 of funding in 1995 and $960,000 in 1994 and will fund the research program through December 1996; the amount and nature of the 1996 funding is under negotiation. The research is directed by Dr. Irving Weissman as Principal Investigator. Dr. Weissman is a director, consultant, and chairman of the scientific advisory board of the Company. The agreement provides that the Company and Sandoz have the right to negotiate with Stanford for a license on commercially reasonable terms for intellectual property, if any, that results from the funding. The research funded under this agreement is not currently funded in any way by any other party. 10. FEDERAL INCOME TAXES As of December 31, 1995, the Company has net operating loss carryforwards of approximately $120.0 million for federal income tax purposes. These carryforwards, if not utilized to offset taxable income in future periods, will expire in the years 2003 through 2010. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities for federal and state income taxes as of December 31, 1995 and 1994 are as follows: IV-13 SYSTEMIX, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995 10. FEDERAL INCOME TAXES (CONTINUED) Deferred tax assets (in thousands):
1995 1994 --------- --------- Net operating loss carryforwards........................................ $ 41,100 $ 29,800 Research credits (expire in 2003 through 2010).......................... 4,400 3,300 Capitalized research and development.................................... 6,100 3,400 Other................................................................... 5,800 2,500 --------- --------- Total deferred tax assets............................................... 57,400 39,000 Valuation allowance for deferred tax assets............................. (57,400) (39,000) --------- --------- Net deferred tax assets................................................. $ 0 $ 0 --------- --------- --------- ---------
Utilization of the net operating losses and credits may be subject to an annual limitation due to the change in ownership limitations provided by the Internal Revenue Code 1986. The valuation allowance for deferred tax assets increased by approximately $17.0 million and $7.0 million for the year ended December 31, 1994 and 1993, respectively. IV-14 SCHEDULE V UNAUDITED FINANCIAL STATEMENTS (AND RELATED NOTES) FOR THE COMPANY FOR THE PERIOD ENDED SEPTEMBER 30, 1996 SYSTEMIX, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents......................................................... $ 1,995 $ 1,679 Short-term investments............................................................ 48,373 65,836 Accounts receivable............................................................... 259 256 Prepaid expenses and other current assets......................................... 1,164 1,336 ------------- ------------ TOTAL CURRENT ASSETS............................................................ 51,791 69,107 Net property and equipment.......................................................... 44,862 50,553 Deposits and other assets........................................................... 617 542 ------------- ------------ $ 97,270 $ 120,202 ------------- ------------ ------------- ------------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities.......................................... $ 6,744 $ 6,681 Current portion of capital lease obligation....................................... 1,951 1,831 Deferred revenue from related party............................................... 8,400 3,097 Current portion of accrued rent................................................... 54 69 ------------- ------------ TOTAL CURRENT LIABILITIES....................................................... 17,149 11,678 Noncurrent portion of capital lease obligation...................................... 4,037 5,518 Accrued rent, less current portion.................................................. 4,730 4,536 STOCKHOLDERS' EQUITY Common stock...................................................................... 165 157 Additional paid in capital........................................................ 246,827 246,536 Deferred compensation............................................................. (293) (404) Unrealized gain on short-term investments......................................... 688 390 Accumulated deficit............................................................... (176,033) (148,209) ------------- ------------ TOTAL STOCKHOLDERS' EQUITY...................................................... 71,354 98,470 ------------- ------------ $ 97,270 $ 120,202 ------------- ------------ ------------- ------------
See accompanying notes. V-1 SYSTEMIX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------- ---------------------- 1996 1995 1996 1995 --------- ---------- ---------- ---------- REVENUES Collaborative research from related party...................... $ 2,975 $ 474 $ 6,835 $ 726 Collaborative research......................................... 32 -- 227 -- Research grants................................................ 15 117 79 798 Contract testing............................................... -- -- -- 161 Other.......................................................... 31 44 110 44 --------- ---------- ---------- ---------- TOTAL REVENUES............................................... 3,053 635 7,251 1,729 EXPENSES Research and development: Collaborative research......................................... 3,007 739 7,697 1,245 Research grants................................................ 15 117 79 798 Gene therapy joint venture..................................... -- 862 -- 2,940 Company-sponsored.............................................. 7,462 9,280 23,315 28,994 --------- ---------- ---------- ---------- Total research and development............................... 10,484 10,998 31,091 33,977 General and administrative....................................... 2,082 1,868 5,891 5,775 --------- ---------- ---------- ---------- TOTAL OPERATING EXPENSES..................................... 12,566 12,866 36,982 39,752 --------- ---------- ---------- ---------- LOSS FROM OPERATIONS............................................... (9,513) (12,231) (29,731) (38,023) Other income (net)................................................. 666 990 1,907 2,783 --------- ---------- ---------- ---------- NET LOSS........................................................... (8,847) $ (11,241) (27,824) (35,240) --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- NET LOSS PER SHARE................................................. $ (.61) $ (.78) $ (1.92) $ (2.54) --------- ---------- ---------- ---------- --------- ---------- ---------- ---------- SHARES USED IN COMPUTING NET LOSS PER SHARE........................ 14,493 14,434 14,479 13,880 --------- ---------- ---------- ---------- --------- ---------- ---------- ----------
See accompanying notes. V-2 SYSTEMIX, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, ---------------------- 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss................................................................................ $ (27,824) $ (35,240) ADJUSTMENTS TO RECONCILE NET CASH USED BY OPERATING ACTIVITIES: Depreciation and amortization......................................................... 7,427 6,717 Changes in certain assets/liabilities: Accounts receivable................................................................. (3) (1,089) Prepaid expenses and other current assets........................................... 172 (18) Investment in gene therapy joint venture............................................ -- 365 Deposits and other assets........................................................... (75) 109 Accounts payable and other liabilities.............................................. 242 (1,813) Deferred revenue.................................................................... 5,303 (247) ---------- ---------- Total adjustments................................................................. 13,066 4,024 ---------- ---------- NET CASH USED BY OPERATING ACTIVITIES................................................... (14,758) (31,216) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures.................................................................... (1,625) (3,795) Net change in investments............................................................... 17,761 (17,466) ---------- ---------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES....................................... 16,136 (21,261) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Payments on capital lease obligations................................................... (1,361) (1,248) Net proceeds from issuance of common stock.............................................. 299 79,585 Net proceeds from dissolution of the joint venture...................................... -- 1,431 ---------- ---------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES....................................... (1,062) 79,768 ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS................................................. 316 27,291 Cash and cash equivalents at beginning of period.......................................... 1,679 1,474 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD................................................ $ 1,995 $ 28,765 ---------- ---------- ---------- ---------- SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Deferred compensation related to the issuance of stock options.......................... -- $ 42 ---------- ---------- ---------- ---------- Net assets transferred from dissolution of the joint venture............................ -- $ 2,248 ---------- ---------- ---------- ---------- SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: Interest paid during the period......................................................... $ 440 $ 551 ---------- ---------- ---------- ----------
See accompanying notes V-3 SYSTEMIX, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION SyStemix, Inc. (the "Company"), incorporated in the State of Delaware on May 13, 1988, is a biotechnology company focused on creating new cellular and cell-based gene therapies for major disorders of the blood and immune system, based on the use of the human hematopoietic stem cell. INTERIM FINANCIAL INFORMATION The balance sheet as of September 30, 1996, and the statements of operations and cash flows for the three and nine month periods ended September 30, 1996 and 1995 are unaudited but include all adjustments (consisting of normal recurring adjustments) which the Company considers necessary for a fair presentation of the financial position at such dates and the operating results and cash flows for those periods. Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). The December 31, 1995 condensed consolidated balance sheet was derived from audited financial statements included in the Company's Form 10-K. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995 as filed with the SEC. Results for any interim period are not necessarily indicative of results for any other interim period or for the entire year. NET LOSS PER SHARE Net loss per share is computed using the weighted average number of shares of common stock outstanding. Common equivalent shares from stock options and warrants are excluded from the computation as their effect is antidilutive. 2. RESEARCH AND DEVELOPMENT COLLABORATION WITH SANDOZ PHARMACEUTICALS CORPORATION In April 1993, the Company and Sandoz Pharmaceuticals Corporation, a wholly owned affiliate of Sandoz Pharma, Ltd. (collectively "Sandoz"), formed an equally owned joint venture ("Progenesys") to research and develop hematopoietic cell-based, somatic gene therapies against HIV infection. The Company and Sandoz licensed their initial technologies within the field to Progenesys. In addition, the Company and Sandoz were each obligated to provide $5.0 million of funding annually to Progenesys through March 1996. The Company accounted for its investment in Progenesys under the equity method. On August 31, 1995, the Company and Sandoz dissolved Progenesys and entered into a collaborative agreement for research and development of hematopoietic cell-based somatic gene therapy designed to prevent replication of HIV in symptomatic or asymptomatic patients (the "HIV Gene Therapy Collaboration"). The terms and conditions of the HIV Gene Therapy Collaboration agreement are substantially equivalent to those of the partnership agreement of April 1993 which created Progenesys. Under the terms of both agreements, the Company and Sandoz are obligated to fund the project equally and share equally in the profits and losses of the project. Commencing April 1996, the Company, pursuant to the terms of the HIV Gene Therapy Collaboration Agreement, elected to have Sandoz fund all of the Company's obligation, to be repaid out of future profits, if any, of the project. The Sandoz funding is recognized as V-4 SYSTEMIX, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. RESEARCH AND DEVELOPMENT COLLABORATION WITH SANDOZ PHARMACEUTICALS CORPORATION (CONTINUED) collaborative research revenues as expenses are incurred. Revenue earned under the HIV Gene Therapy Collaboration was $6.84 million for the nine months ended September 30, 1996. Sandoz Biotech Holdings Corporation, an indirect wholly-owned subsidiary of Sandoz Ltd., is a majority shareholder of the Company. 3. LEGAL PROCEEDINGS The Company has been served notice or been informed of six stockholder lawsuits with respect to the May 23, 1996 Sandoz proposal to acquire all of the shares of the Company that Sandoz does not already own, at a proposed price of $17.00 per share. The lawsuits have been filed in the Court of Chancery of the State of Delaware in New Castle County, each suit asking for class action status and naming the Company, Sandoz and its affiliated entities, and the individual members of the Company's Board of Directors as defendants. The suits have been consolidated into one action and generally seek to enjoin consummation of the Sandoz proposal on the grounds that the consideration to be paid to the public shareholders under the proposal is unfair and inadequate. Pursuant to a court-approved stipulation, dated July 15, 1996, no response to the suits will be made by the defendants until 20 days after they receive notice that a response is required. The litigation could result in substantial expense to the Company and significant diversion of efforts of the Company's management team. V-5 Facsimiles of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below. THE DEPOSITARY FOR THE OFFER IS: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/BY OVERNIGHT ChaseMellon Shareholder (201) 329-8936 DELIVERY: ChaseMellon Services, L.L.C. Shareholder Reorganization Department Services, L.L.C. PO Box 798 Reorganization Department Midtown Station 120 Broadway New York, NY 10018 Confirm by Telephone: 13th Floor (201) 296-4209 New York, NY 10271
Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. A stockholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. The Information Agent for the Offer is: [LOGO] Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: 1-800-223-2064 THE DEALER MANAGER FOR THE OFFER IS: MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036 (212) 761-7621 EX-99.(D)(2) 6 EXH. 99.(D)(2) FORM OF LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF SYSTEMIX, INC. PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 17, 1997 OF NOVARTIS BIOTECH HOLDING CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF NOVARTIS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 14, 1997, UNLESS THE OFFER IS EXTENDED. THE DEPOSITARY FOR THE OFFER IS: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/BY OVERNIGHT DELIVERY: ChaseMellon Shareholder Services, (FOR ELIGIBLE INSTITUTIONS ChaseMellon Shareholder Services, L.L.C. ONLY) L.L.C. Reorganization Department (201) 329-8936 Reorganization Department P.O. Box 798 CONFIRM BY TELEPHONE: 120 Broadway Midtown Station (201) 296-4209 13th Floor New York, NY 10018 New York, NY 10271
------------------------ DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OR TELEX OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. This Letter of Transmittal is to be completed by stockholders either if certificates evidencing Shares (as defined below) are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC"), the Midwest Securities Trust Company ("MSTC") or the Philadelphia Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and collectively, the "Book-Entry Transfer Facilities") pursuant to the book-entry transfer procedure described under "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase (as defined below). DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Stockholders whose certificates evidencing Shares ("Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other documents required hereby to the Depositary prior to the Expiration Date (as defined under "THE TENDER OFFER -- Section 1. Terms of the Offer; Expiration Date" in the Offer to Purchase) or who cannot complete the procedure for delivery by book-entry transfer on a timely basis and who wish to tender their Shares must do so pursuant to the guaranteed delivery procedure described under "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. See Instruction 2. / / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING: Name of Tendering Institution --------------------------------------------------------------- Check Box of Applicable Book-Entry Transfer Facility: (CHECK ONE) / / DTC / / MSTC / / PDTC Account Number ----------------------------- Transaction Code Number --------------------- / / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) ------------------------------------------------------------- Window Ticket No. (if any) ------------------------------------------------------------------ Date of Execution of Notice of Guaranteed Delivery -------------------------------------------- Name of Institution which Guaranteed Delivery ------------------------------------------------ 2 DESCRIPTION OF SHARES TENDERED NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED (ATTACH ADDITIONAL LIST, IF NECESSARY) TOTAL NUMBER OF SHARES EVIDENCED SHARE BY NUMBER OF CERTIFICATE SHARE SHARES NUMBER(S)* CERTIFICATE(S)* TENDERED** TOTAL SHARES.................. * Need not be completed by stockholders delivering Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered to the Depositary are being tendered hereby. See Instruction 4.
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to Novartis Biotech Holding Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Novartis Inc., a corporation organized under the laws of Switzerland, the above-described shares of Common Stock, par value $.01 per share, of SyStemix, Inc., a Delaware corporation (the "Company") (all shares of such Common Stock from time to time outstanding being, collectively, the "Shares") pursuant to Purchaser's offer to purchase all Shares, at $19.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 17, 1997 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Offer to Purchase, constitute the "Offer"). The undersigned understands that Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer. Subject to, and effective upon, acceptance for payment of the Shares tendered herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered hereby and all dividends, distributions (including, without limitation, distributions of additional Shares) and rights declared, paid or distributed in respect of such Shares on or after January 10, 1997 (collectively, "Distributions") and irrevocably appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and all Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates evidencing such Shares and all Distributions, or transfer ownership of such Shares and all Distributions on the account books maintained by a Book-Entry Transfer Facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares and all Distributions for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions, all in accordance with the terms of the Offer. The undersigned hereby irrevocably appoints Edgar John Fullager and Robert L. Thompson, Jr. and each of them, as the attorneys and proxies of the undersigned, each with full power of substitution, to vote in such manner as each such attorney and proxy or his substitute shall, in his sole discretion, deem proper and otherwise act (by written consent or otherwise) with respect to all the Shares tendered hereby which have been accepted for payment by Purchaser prior to the time of such vote or other action and all Shares and other securities issued in Distributions in respect of such Shares, which the undersigned is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of attorney is coupled with an interest in the Shares tendered hereby, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to such Shares (and all Shares and other securities issued in Distributions in respect of such Shares), and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the undersigned with respect thereto. The undersigned understands that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance of such Shares for payment, Purchaser must be able to exercise full voting and other rights with respect to such Shares, including, without limitation, voting at any meeting of the Company's stockholders then scheduled. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, that when such Shares are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances, and that none of such Shares and Distributions will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver all additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby, or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion. No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in the Offer to Purchase under "THE TENDER OFFER--Section 3. Procedures for Accepting the Offer and Tendering Shares" and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer. Purchaser's acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. Unless otherwise indicated herein in the box entitled "Special Payment Instructions", please issue the check for the purchase price of all Shares purchased, and return all Share Certificates evidencing Shares not purchased or not tendered in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered". Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions", please mail the check for the purchase price of all Shares purchased and all Share Certificates evidencing Shares not tendered or not purchased (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered". In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and return all Share Certificates evidencing Shares not purchased or not tendered in the name(s) of, and mail such check and Share Certificates to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions", please credit any Shares tendered hereby and delivered by book-entry transfer, but which are not purchased by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not purchase any of the Shares tendered hereby. SPECIAL PAYMENT SPECIAL DELIVERY INSTRUCTIONS INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND (SEE INSTRUCTIONS 1, 5, 6 AND 7) 7) To be completed ONLY if the check for the To be completed ONLY if the check for the purchase price of Shares purchased or purchase price of Shares or Share Share Certificates evidencing Shares not Certificates evidencing Shares not tendered or not purchased are to be mailed tendered or not purchased are to be issued to someone other than the undersigned, or in the name of someone other than the the undersigned at an address other than undersigned, or if Shares tendered hereby that shown under "Description of Shares and delivered by book-entry transfer which Tendered". are not purchased are to be returned by Mail / / check / / Share Certificate(s) credit to an account at one of the Book- to: Entry Transfer Facilities other than that Name designated above. PLEASE PRINT Issue / / check / / Share Certificate(s) Address to: Name ZIP CODE PLEASE PRINT (TAXPAYER IDENTIFICATION OR SOCIAL Address SECURITY NUMBER) (SEE SUBSTITUTE FORM W-9 ON REVERSE (ZIP SIDE) CODE) TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) / / Credit Shares delivered by book-entry transfer and not purchased to the account set forth below: Check appropriate box: / / DTC / / MSTC / / PDTC Account Number:
IMPORTANT STOCKHOLDERS: SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE) SIGNATURE(S) OF HOLDER(S) Dated: , 1997 (Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing by a person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.) Name(s): PLEASE PRINT Capacity (full title) Address: INCLUDE ZIP CODE Area Code and Telephone No: Taxpayer Identification or Social Security No.: (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) GUARANTEE OF SIGNATURE(S) (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5) FOR USE BY FINANCIAL INSTITUTIONS ONLY. FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of the Medallion Signature Guarantee Program, or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing being referred to as an "Eligible Institution"), unless (i) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered hereby and such holder(s) has (have) completed neither the box entitled "Special Payment Instructions" nor the box entitled "Special Delivery Instructions" on the reverse hereof or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of Transmittal is to be used either if Share Certificates are to be forwarded herewith or if Shares are to be delivered by book-entry transfer pursuant to the procedure set forth under "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. Share Certificates evidencing all physically tendered Shares, or a confirmation of a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility of all Shares delivered by book-entry transfer as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the reverse hereof prior to the Expiration Date (as defined under "THE TENDER OFFER -- Section 1. Terms of the offer; Expiration Date" in the Offer to Purchase). If Share Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Stockholders whose Share Certificates are not immediately available, who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares pursuant to the guaranteed delivery procedure described under "THE TENDER OFFER - -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, must be received by the Depositary prior to the Expiration Date; and (iii) the Share Certificates evidencing all physically delivered Shares in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, in each case together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined under "THE TENDER OFFER--Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase)), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery, all as described under "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through any Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal (or a facsimile hereof), all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for payment. 3. INADEQUATE SPACE. If the space provided herein under "Description of Shares Tendered" is inadequate, the Share Certificate numbers, the number of Shares evidenced by such Share Certificates and the number of Shares tendered should be listed on a separate schedule and attached hereto. 4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered". In such cases, new Share Certificate(s) evidencing the remainder of the Shares that were evidenced by the Share Certificates delivered to the Depositary herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled "Special Delivery Instructions" on the reverse hereof, as soon as practicable after the expiration or termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates evidencing such Shares without alteration, enlargement or any other change whatsoever. If any Share tendered hereby is owned of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of Share Certificates or separate stock powers are required, unless payment is to be made to, or Share Certificates evidencing Shares not tendered or not purchased are to be issued in the name of, a person other than the registered holder(s), in which case, the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of such person's authority so to act must be submitted. 6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or Share Certificate(s) evidencing Shares not tendered or not purchased are to be issued in the name of, a person other than the registered holder(s), the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased, unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates evidencing the Shares tendered hereby. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase price of any Shares tendered hereby is to be issued, or Share Certificate(s) evidencing Shares not tendered or not purchased are to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal or if such check or any such Share Certificate is to be sent to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled "Description of Shares Tendered" on the reverse hereof, the appropriate boxes on the reverse of this Letter of Transmittal must be completed. Stockholders delivering Shares tendered hereby by book-entry transfer may request that Shares not purchased be credited to such account maintained at a Book-Entry Transfer Facility as such stockholder may designate in the box entitled "Special Payment Instructions" on the reverse hereof. If no such instructions are given, all such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated on the reverse hereof as the account from which such Shares were delivered. 8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies. 9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax. If a tendering stockholder has been notified by the Internal Revenue Service that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such stockholder has since been notified by the Internal Revenue Service that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to 31% federal income tax withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% on all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE). IMPORTANT TAX INFORMATION Under the federal income tax law, a stockholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is an individual, the TIN is such stockholder's social security number. If the Depositary is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding of 31%. In addition, if a stockholder makes a false statement that results in no imposition of backup withholding, and there was no reasonable basis for such a statement, a $500 penalty may also be imposed by the Internal Revenue Service. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual's exempt status. Forms of such statements can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. A stockholder should consult his or her tax advisor as to such stockholder's qualification for an exemption from backup withholding and the procedure for obtaining such exemption. If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of such stockholder's correct TIN by completing the form below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN) and (b) that (i) such stockholder has not been notified by the Internal Revenue Service that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such stockholder that such stockholder is no longer subject to backup withholding. WHAT NUMBER TO GIVE THE DEPOSITARY The stockholder is required to give the Depositary the social security number or employer identification number of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write "Applied For" in the space provided for the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. SUBSTITUTE PART I--Taxpayer Identification ----------------------------- FORM W-9 Number--For all accounts, enter Social Security Number taxpayer identification number in OR the box at right. (For most ----------------------------- individuals, this is your social Taxpayer Identification security number. If you do not Number have a number, see Obtaining a (If awaiting TIN write Number in the enclosed "Applied For") GUIDELINES.) Certify by signing and dating below. Note: If the account is in more than one name, see the chart in the enclosed GUIDELINES to determine which number to give the payer. PAYER'S REQUEST FOR PART II--For Payees Exempt From Backup Withholding, see the TAXPAYER enclosed GUIDELINES and complete as instructed therein. IDENTIFICATION NUMBER (TIN) CERTIFICATION--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed GUIDELINES.) SIGNATURE --------------------------------------------------------------- DATE - ---------------------, 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. Facsimiles of the Letter of Transmittal, properly completed and duly signed, will be accepted. The Letter of Transmittal certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below. THE DEPOSITARY FOR THE OFFER IS: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/BY OVERNIGHT DELIVERY: ChaseMellon Shareholder Services, (FOR ELIGIBLE INSTITUTIONS ChaseMellon Shareholder Services, L.L.C. ONLY) L.L.C. Reorganization Department (201) 329-8936 Reorganization Department P.O. Box 798 CONFIRM BY TELEPHONE: 120 Broadway Midtown Station (201) 296-4209 13th Floor New York, NY 10018 New York, NY 10271
Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. A stockholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. THE INFORMATION AGENT FOR THE OFFER IS: [LOGO] Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: 1-800-223-2064 THE DEALER MANAGER FOR THE OFFER IS: MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036 (212) 761-7621 January 17, 1997 EX-99.(D)(3) 7 EXH. 99.(D)(3) FORM OF BROKER/DEALER LETTER MORGAN STANLEY & CO. INCORPORATED 1585 BROADWAY NEW YORK, NEW YORK 10036 OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF SYSTEMIX, INC. AT $19.50 NET PER SHARE BY NOVARTIS BIOTECH HOLDING CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF NOVARTIS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 14, 1997, UNLESS THE OFFER IS EXTENDED. January 17, 1997 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by Novartis Biotech Holding Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Novartis Inc., a company organized under the laws of Switzerland ("Parent"), to act as Dealer Manager in connection with Purchaser's offer to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of SyStemix, Inc., a Delaware corporation (the "Company"), at a price of $19.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase, dated January 17, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer") enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER (I) NOT LESS THAN A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OTHER THAN SHARES OWNED BY PARENT OR PURCHASER (THE "FIRST MINIMUM CONDITION") AND (II) AT LEAST THE NUMBER OF SHARES THAT WHEN ADDED TO THE SHARES OWNED BY PARENT AND PURCHASER SHALL CONSTITUTE 90% OF THE SHARES THEN OUTSTANDING (THE "SECOND MINIMUM CONDITION"). THE FIRST MINIMUM CONDITION MAY NOT BE WAIVED WITHOUT THE CONSENT OF A MAJORITY OF THE INDEPENDENT DIRECTORS (AS DEFINED IN THE OFFER TO PURCHASE). PURCHASER HAS AGREED TO WAIVE THE SECOND MINIMUM CONDITION UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN THE OFFER TO PURCHASE. Enclosed for your information and use are copies of the following documents: 1. Offer to Purchase, dated January 17, 1997; 2. Letter of Transmittal to be used by holders of Shares in accepting the Offer and tendering Shares; 3. Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents are not immediately available or cannot be delivered to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") by the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date; 4. A letter to stockholders of the Company from Dr. John J. Schwartz, President and Chief Executive Officer of the Company, together with a Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission by the Company; 5. A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and 7. Return envelope addressed to the Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 14, 1997, UNLESS THE OFFER IS EXTENDED. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates evidencing such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities (as defined in the Offer to Purchase)), a Letter of Transmittal (or facsimile thereof) properly completed and duly executed and any other required documents. If holders of Shares wish to tender, but cannot deliver their certificates or other required documents, or cannot comply with the procedure for book-entry transfer, prior to the expiration of the Offer, a tender of Shares may be effected by following the guaranteed delivery procedure described under "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. Purchaser will not pay any fees or commissions to any broker, dealer or other person (other than the Dealer Manager, the Depositary and the Information Agent as described in the Offer) in connection with the solicitation of tenders of Shares pursuant to the Offer. However, Purchaser will reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. Purchaser will pay or cause to be paid any stock transfer taxes payable with respect to the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Any inquiries you may have with respect to the Offer should be addressed to Morgan Stanley & Co. Incorporated or Georgeson & Company Inc. (the "Information Agent") at their respective addresses and telephone numbers set forth on the back cover page of the Offer to Purchase. Additional copies of the enclosed material may be obtained from the Information Agent, at the address and telephone number set forth on the back cover page of the Offer to Purchase. VERY TRULY YOURS, MORGAN STANLEY & CO. INCORPORATED NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU, OR ANY OTHER PERSON, THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. EX-99.(D)(4) 8 EXH. 99.(D)(4) FORM OF CLIENT LETTER OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF SYSTEMIX, INC. AT $19.50 NET PER SHARE BY NOVARTIS BIOTECH HOLDING CORP. AN INDIRECT WHOLLY OWNED SUBSIDIARY OF NOVARTIS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 14, 1997, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are an Offer to Purchase, dated January 17, 1997 (the "Offer to Purchase"), and a related Letter of Transmittal in connection with the offer by Novartis Biotech Holding Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Novartis Inc., a corporation organized under the laws of Switzerland ("Parent"), to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of SyStemix, Inc., a Delaware corporation (the "Company"), at a price of $19.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). We are (or our nominee is) the holder of record of Shares held by us for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US OR OUR NOMINEE AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish to have us tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is invited to the following: 1. The tender price is $19.50 per Share, net to the seller in cash. 2. The Offer is being made for all outstanding Shares. 3. The Board of Directors of the Company and the Independent Directors have determined that each of the Offer and the Merger (as defined in the Offer to Purchase) is fair to, and in the best interests of, the stockholders of the Company, and recommends that stockholders accept the Offer and tender their Shares pursuant to the Offer. 4. The Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Friday, February 14, 1997, unless the Offer is extended. 5. The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer (i) not less than a majority of the issued and outstanding shares other than shares owned by Parent or Purchaser (the "First Minimum Condition") and (ii) at least the number of shares that when added to the shares owned by Parent and Purchaser shall constitute 90% of the shares then outstanding (the "Second Minimum Condition"). The First Minimum Condition may not be waived without the consent of a majority of the Independent Directors. Purchaser has agreed to waive the Second Minimum Condition under certain circumstances described in the Offer to Purchase. 6. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form contained in this letter. An envelope in which to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified in your instructions. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. The Offer is made solely by the Offer to Purchase and the related Letter of Transmittal and is being made to all holders of Shares. Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good faith effort to comply with such state statute. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by Morgan Stanley & Co. Incorporated or one or more registered brokers or dealers licensed under the laws of such jurisdiction. 2 INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF SYSTEMIX, INC. BY NOVARTIS BIOTECH HOLDING CORP. The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated January 17, 1997, and the related Letter of Transmittal (which together constitute the "Offer") in connection with the offer by Novartis Biotech Holding Corp., a Delaware corporation and an indirect wholly owned subsidiary of Novartis Inc., a corporation organized under the laws of Switzerland, to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of SyStemix, Inc., a Delaware corporation. This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. DATED: , 1997 SIGN HERE Number of Shares to be Tendered: SIGNATURE(S) Shares* PLEASE TYPE OR PRINT NAME(S) PLEASE TYPE OR PRINT ADDRESS AREA CODE AND TELEPHONE NUMBER TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
- --------- *Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. 3 EX-99.(D)(5) 9 EXH. 99.(D)(5) FORM OF NOTICE OF GUARANTEE NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF SYSTEMIX, INC. (NOT TO BE USED FOR SIGNATURE GUARANTEES) This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) (i) if certificates ("Share Certificates") evidencing shares of common stock, par value $.01 per share (the "Common Stock"), of SyStemix, Inc., a Delaware corporation (the "Shares"), are not immediately available, (ii) if Share Certificates and all other required documents cannot be delivered to ChaseMellon Shareholders Services, L.L.C., as Depositary (the "Depositary"), prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined below)) or (iii) if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram or facsimile transmission to the Depositary. See "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. THE DEPOSITARY FOR THE OFFER IS: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/BY OVERNIGHT DELIVERY: ChaseMellon Shareholder Services, (FOR ELIGIBLE INSTITUTIONS ChaseMellon Shareholder Services, L.L.C. ONLY) L.L.C. Reorganization Department (201) 329-8936 Reorganization Department P.O. Box 798 CONFIRM BY TELEPHONE: 120 Broadway Midtown Station (201) 296-4209 13th Floor New York, NY 10018 New York, NY 10271
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Novartis Biotech Holding Corp., a Delaware corporation and an indirect wholly owned subsidiary of Novartis Inc., a corporation organized under the laws of Switzerland, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 17, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"), receipt of each of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure described under "THE TENDER OFFER--Section 3. Procedures for Accepting the Offer and Tendering Shares" in the Offer to Purchase. Number of Shares: SIGNATURE(S) OF HOLDER(S) Certificate Nos. (If Available): Dated: , 1997 Name(s) of Holders: PLEASE TYPE OR PRINT Check box if Shares will be delivered by book-entry transfer: ADDRESS / / The Depository Trust Company ZIP CODE / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company AREA CODE AND TELEPHONE NO. Account No.
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a member of the Medillion Signature Guarantee Program, guarantees to deliver to the Depositary, at one of its addresses set forth above, Share Certificates evidencing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company, in each case with delivery of a Letter of Transmittal (or facsimile thereof) properly completed and duly executed, and any other required documents, all within three National Association of Securities Dealers Automated Quotation--National Market System trading days of the date hereof. NAME OF FIRM AUTHORIZED SIGNATURE ADDRESS TITLE Name: ZIP CODE PLEASE TYPE OR PRINT AREA CODE AND TELEPHONE NO. Dated: , 1997
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. EX-99.(D)(6) 10 EXH. 99.(D)(6) FORM OF GUIDELINES (W-9) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 IRS INSTRUCTIONS (SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.) PURPOSE OF FORM. -- A person who is required to file an information return with the Internal Revenue Service (the IRS) must obtain your correct taxpayer identification number (TIN) to report income paid to you, real estate transactions, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an individual retirement account (IRA). Use Form W-9 to furnish you correct TIN to the requester (the person asking you to furnish your TIN), and, when applicable (1) to certify that the TIN you are furnishing is correct (or that you are waiting for a number to be issued), (2) to certify that you are not subject to backup withholding, and (3) to claim exemption form backup withholding if you are an exempt payee. Furnishing your correct TIN and making the appropriate certifications will prevent certain payments from being subject to backup withholding. NOTE: IF A REQUESTER GIVES YOU A FORM OTHER THAN A W-9 TO REQUEST YOUR TIN, YOU MUST USE THE REQUESTER'S FORM. HOW TO OBTAIN A TIN. -- If you do not have a TIN, apply for one immediately. To apply, get FORM SS-5, Application for Social Security Card (SSN) (for individuals), from your local office of the Social Security Administration, or FORM SS-4, Application for Employer Identification Number (EIN) (for businesses and all other entities), from your local IRS office. To complete Form W-9, if you do not have a TIN and have applied for one or intend to apply for one in the near future, write "Applied For" in the space for the TIN in Part I of the substitute Form W-9, sign and date the form, and give it to the requester. Generally, you will then have 60 days to obtain a TIN and furnish it to the requester. If the requester does not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN to the requester. For reportable interest or dividend payments, the payer must exercise one of the following options concerning backup withholding during this 60-day period. Under option (1), a payer must backup withhold on any withdrawals you make from your account after 7 business days after the requester receives this form back from you. Under option (2), the payer must backup withhold on any reportable interest or dividend payments made to your account, regardless of whether you make any withdrawals. The backup withholding under option (2) must begin no later than 7 business days after the requester receives this form back. Under option (2), the payer is required to refund the amounts withheld if your certified TIN is received within the 60-day period and you were not subject to backup withholding during the period. NOTE: WRITING "APPLIED FOR" ON THE SUBSTITUTE FORM W-9 MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date this form, and give it to the requester. WHAT IS BACKUP WITHHOLDING? -- Persons making certain payment to you after 1992 are required to withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding." Payments that could be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee compensation, and certain payments from fishing boat operators, but do not include real estate transactions. If you give the requester your correct TIN, make the appropriate certifications, and report all your taxable interest and dividends on your tax return, your payments will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: (1) You do not furnish your TIN to the requester, or (2) The IRS notifies the requester that you furnished an incorrect TIN, or (3) You are notified by the IRS that you are subject to backup withholding because you failed to report all your interest and dividends on your tax return (for reportable interest and dividends only), or (4) You fail to certify to the requester that you are not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only), or (5) You fail to certify your TIN. This applies only to reportable interest, dividend, broker or barter exchange accounts opened after 1983, or broker accounts considered inactive in 1983. Except as explained in (5) above, other reportable payments are subject to backup withholding only if (1) or (2) above applies. Certain payees and payments are exempt from backup withholding and information reporting. See PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING, below, and EXEMPT PAYEES AND PAYMENTS under SPECIFIC INSTRUCTIONS, on page 2, if you are an exempt payee PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING -- The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments be certain fishing boat operators. (1) A corporation. (2) An organization exempt from tax under Section 501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (5) A foreign government or any of the political subdivisions, agencies or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the U.S. or a possession of the U.S. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporation Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividends and patronage dividends generally not subject to backup withholding also include the following: - Payments to nonresident aliens subject to withholding under section 1441. - Payments to partnerships not engaged in trade or business in the U.S. and that have at least one nonresident partner. - Payments of patronage dividends not paid in money. - Payments made by certain foreign organizations. Payments of interest generally not subject to backup withholding include the following: - Payments of interest on obligations issued by individuals NOTE: YOU MAY BE SUBJECT TO BACKUP WITHHOLDING IF THIS INTEREST IS $600 OR MORE AND IS PAID IN THE COURSE OF THE PAYER'S TRADE OR BUSINESS AND YOU HAVE NOT PROVIDED YOUR CORRECT TIN TO THE PAYER. - Payments of tax-exempt interest (including exempt-interest dividends under section 852). - Payments described in section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under section 1451. - Payments made by certain foreign organizations. - Mortgage interest paid by you. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations. PENALTIES FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties. SPECIFIC INSTRUCTIONS NAME. -- If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card and your new last name. If you are a sole proprietor, you must furnish your individual name and either your SSN or EIN. You may also enter your business name. Enter your name(s) as shown on your social security card and/ or as it was used to apply or your EIN on Form SS-4. SIGNING THE CERTIFICATION. -- (1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. -- You are requested to furnish your correct TIN, but you are not required to sign the certification. (2) INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. -- You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item (2) in the certification before signing the form. (3) REAL ESTATE TRANSACTIONS. -- You must sign the certification. You may cross out item (2) of the certification. (4) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you are not required to sign the certification unless you have been notified of an incorrect TIN. Other payments include payments mad in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services, payments to a nonemployee for services (including attorney and accounting fees), and payments to certain fishing boat crew members. (5) MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED PROPERTY, OR IRA CONTRIBUTIONS. -- You are requested to furnish your correct TIN, but you are not required to sign the certification. (6) EXEMPT PAYEES AND PAYMENTS. -- If you are exempt from backup withholding, you should complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, and sign and date the form. If you are a nonresident alien or foreign entity not subject to backup withholding, give the requester a completed Form W-8. Certificate of Foreign Status. (7) "AWAITING TIN". -- Following the instructions under HOW TO OBTAIN A TIN, on page 1, write "Applied For" in the space for the TIN in Part I of the Substitute Form W-9 and sign and date the form. SIGNATURE. -- For a joint account, only the person whose TIN is shown in Part I should sign the form. PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividends, and certain other payments to a payee who does not furnish a TIN to payer. Certain penalties may also apply. WHAT NAME AND NUMBER TO GIVE THE REQUESTER - ----------------------------------------------------------------- GIVE THE NAME AND SOCIAL SECURITY NUMBER OF: FOR THIS TYPE OF ACCOUNT: - ----------------------------------------------------------------- - ----------------------------------------------------------------- GIVE THE NAME AND EMPLOYER IDENTIFICATION NUMBER OF: FOR THIS TYPE OF ACCOUNT: - ----------------------------------------------------------------- 1. Individual The individual 2. Two or more individuals The actual owner of the (joint account) account or, if combined funds, the first individual on the account(2) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. A. The usual revocable The grantor-trustee(1) savings trust (grantor is The actual owner(1) also trustee) B. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship The owner(3) 6. Sole proprietorship The owner(4) 7. A valid trust, estate or Legal entity(4) pension trust 8. Corporate The corporation 9. Association, club, The organization religious, charitable, educational, or other tax- exempt organization 10. Partnership The partnership 11. A broker or registered The broker or nominee nominee 12. Account with the Department The public enemy of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
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(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Show the individual's name. You may also enter your business name. You may use your SSN or EIN. (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED. 2 EX-99.(D)(7) 11 EXH. 99.(D)(7) SUMMARY ADVERTISEMENT AS IN WALL ST This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated January 17, 1997 and the related Letter of Transmittal, and is being made to all holders of Shares. Purchaser (as defined below) is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good faith effort to comply with such state statute. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by Morgan Stanley & Co. Incorporated or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock of SyStemix, Inc. at $19.50 Net Per Share by Novartis Biotech Holding Corp. an indirect wholly owned subsidiary of Novartis Inc. Novartis Biotech Holding Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Novartis Inc., a corporation organized under the laws of Switzerland ("Parent"), is offering to purchase all outstanding shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of SyStemix, Inc., a Delaware corporation (the "Company"), at a price of $19.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 17, 1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). Following the Offer, Purchaser intends to effect the Merger described below. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 14, 1997, UNLESS THE OFFER IS EXTENDED. The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer (i) not less than a majority of the issued and outstanding Shares other than Shares owned by Parent or Purchaser (the "First Minimum Condition") and (ii) at least the number of Shares that when added to the Shares owned by Parent and Purchaser shall constitute 90% of the Shares then outstanding (the "Second Minimum Condition"). The First Minimum Condition may not be waived without the consent of a majority of the Independent Directors (as defined -1- in the Offer to Purchase). Purchaser has agreed to waive the Second Minimum Condition under certain circumstances described below. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 10, 1997 (the "Merger Agreement"), among Parent, Purchaser and the Company. The Merger Agreement provides that, among other things, as soon as practicable after the purchase of Shares pursuant to the Offer and the satisfaction of the other conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware ("Delaware Law"), Purchaser will be merged with and into the Company (the "Merger"). Following consummation of the Merger, the Company will continue as the surviving corporation (the "Surviving Corporation") and will become an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or the Company, and other than Shares held by stockholders who shall have properly demanded and perfected appraisal rights under Section 262 of Delaware Law) will be cancelled and converted automatically into the right to receive $19.50 in cash, or any higher price that may be paid per Share pursuant to the Offer, without interest. The Board of Directors of the Company, by unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), based upon, among other things, the unanimous recommendation and approval of the directors of the Company who are not officers or directors of Parent or Purchaser nor officers or consultants of the Company, has determined that each of the Offer and the Merger is fair to, and in the best interests of, the stockholders of the Company (other than Parent and Purchaser), and recommends that stockholders accept the Offer and tender their Shares pursuant to the Offer. For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as, if and when Purchaser gives oral or written notice to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") of Purchaser s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. Under no circumstances will interest on the purchase price for Shares be paid, regardless of any delay in making such payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities (as defined in Section 2 under "THE TENDER OFFER" in the Offer to Purchase) pursuant to -2- the procedure set forth in Section 3 under "THE TENDER OFFER" in the Offer to Purchase, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 under "THE TENDER OFFER" in the Offer to Purchase) and (iii) any other documents required under the Letter of Transmittal. Purchaser expressly reserves the right, in its sole discretion (but subject to the terms and conditions of the Merger Agreement), at any time and from time to time, to extend for any reason the period of time during which the Offer is open, including the occurrence of any condition specified in Section 12 under "THE TENDER OFFER" in the Offer to Purchase, by giving oral or written notice of such extension to the Depositary. Any such extension will be followed as promptly as practicable by public announcement thereof, such announcement to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the Offer. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder's Shares. Pursuant to the Merger Agreement, in the event all conditions set forth in the Merger Agreement shall have been satisfied other than the Second Minimum Condition, Purchaser may extend the Offer for a period or periods aggregating not more than 20 business days after the later of (i) the initial expiration date of the Offer and (ii) the date on which all other conditions set forth in the Merger Agreement shall have been satisfied, after which time Purchaser shall waive the Second Minimum Condition. Tenders of Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any time prior to 12:00 Midnight, New York City time, on Friday, February 14, 1997 (or the latest time and date at which the Offer, if extended by Purchaser, shall expire) and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after March 17, 1997. For the withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 under "THE TENDER OFFER" in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 under "THE TENDER OFFER" -3- in the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Company has provided Purchaser with the Company's stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the Company's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. The Offer to Purchase and the related Letter of Transmittal contain important information which should be read before any decision is made with respect to the Offer. Questions and requests for assistance or for additional copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to the Information Agent or the Dealer Manager as set forth below, and copies will be furnished promptly at Purchaser's expense. No fees or commissions will be paid to brokers, dealers or other persons (other than the Information Agent and the Dealer Manager) for soliciting tenders of Shares pursuant to the Offer. The Information Agent for the Offer is: [Georgeson & Company Inc. Logo] Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 Call Toll Free: 1-800-223-2064 The Dealer Manager for the Offer is: MORGAN STANLEY & CO. Incorporated 1585 Broadway New York, New York 10036 (212) 761-7621 January 17, 1997 -4- EX-99.(D)(8) 12 EXH. 99.(D)(8) TEXT OF JOINT PRESS RELEASE (1/13/9 Novartis to Acquire Remaining Interest in SyStemix BASEL, Switzerland, and PALO ALTO, Calif., Jan. 13 /PRNewswire/ -- Novartis and Systemix Inc announced today that they had entered into a definitive agreement for Novartis to acquire all the issued and outstanding shares of common stock it does not already own in SyStemix for USD 19.50 per share in cash. The offer price represents a 77% premium over the closing price of USD 11.00 per share on May 23, 1996, the last full trading day prior to Novartis' original offer to acquire SyStemix for USD 17.00 per share. The transaction was approved by SyStemix' independent directors as well as by the board of directors (with the directors designated by Novartis abstaining). Dr. Daniel Vasella, President and Head of the Executive Committee of Novartis, commented: "Novartis and SyStemix are engaged in promising discovery activities in the development of cell and cell based gene therapies for cancer, AIDS, autoimmune and genetic diseases. With SyStemix fully integrated into Novartis, I am confident that we will accelerate the pace of our cutting-edge work with hematopoietic stem-cell technology." "This is a very positive event for SyStemix," said Dr. John J. Schwartz, President and CEO of SyStemix. "The outstanding promise of SyStemix' technology can be realized more broadly and rapidly as part of Novartis." Novartis currently owns 10,610,099 shares of SyStemix common stock, which, on October 31, 1996, represented 73.2% of the issued and outstanding shares. Under the agreement, it will commence a tender offer to acquire the SyStemix shares on or prior to January 17, 1997. Novartis may not purchase shares in the tender offer without the consent of the independent directors unless a majority of the shares Novartis does not already own is validly tendered and not withdrawn in the tender offer. The tender offer will be subject to other customary conditions. All shares not purchased in the tender offer will be converted into the right to receive USD 19.50 per share in a second-step merger to be consummated as soon as practicable after the tender offer. Lehman Brothers Inc. acted as financial advisor to SyStemix. Morgan Stanley & Co. Incorporated acted as financial advisor to Novartis. SyStemix, Inc., based in Palo Alto, California, is a biotechnology company leading in the development of therapies for major disorders of the blood and immune system based on the use of isolated, expanded and gene-modified human hematopoietic stem cells. Headquartered in Basel, Switzerland, Novartis is a world leader in Life Sciences committed to the research and development of innovative products and services. In 1995, its annual investment in healthcare research and development was more than CHF 2 billion, the largest in the healthcare industry. SOURCE SyStemix, Inc. -----END PRIVACY-ENHANCED MESSAGE-----