FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of May 2003
Commission File Number 000-28966
Biacore International AB (publ)
C/o Biacore International SA
Puits-Godet 12
CH-2000 Neuchatel
Switzerland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X
Form 40-F
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes
No X
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): Not applicable.
INTERIM REPORT JANUARY - MARCH 2003
* Biacore's sales fell by 25% in the first quarter of 2003 to SEK 106.5 million
(141.3). Excluding the impact of exchange rates, sales fell by 20%. The sales
decline is considered to have been caused by the global political and economic
uncertainties caused by the war in Iraq, as well as delays in funding to major
research organizations, particularly in the United States.
* Biacore's earnings per share fell by 65% to SEK 0.77 (2.17) in the first
quarter of 2003 due mainly to lower sales. The Company considered it essential
to maintain investments in the new SPR array technology with the first systems
based on this technology due to be introduced in 2004.
* In view of the continued strong cash flow, the Board recommends to today's
Annual General Meeting that the Company begins to pay dividends to its
shareholders. For the financial year 2002, the Board recommends a dividend
payment of SEK 3.00 per share.
* Taking into consideration the general market conditions and particularly
currency developments, Biacore's sales for the full-year 2003 are now expected
to be approximately the same as last year. Earnings per share are forecast to
increase by approximately 60% in 2003. Earnings per share will be positively
affected by a considerable reduction of the tax rate compared with full-year
2002 and the capitalization of R&D expenses of approximately SEK 40 million in
accordance with Swedish accounting rules. As always, sales and earnings are
expected to vary substantially between the quarters. Biacore's previous
outlook for the full-year 2003 was for sales to increase by approximately 10%
and for earnings per share to increase by approximately 70%.
January - March
2003 2002 Change
Sales, SEK million 106.5 141.3 -25%
Operating income, SEK million 4.1 29.6 -86%
Operating margin, % 4 21
Income after financial items, SEK million 9.0 31.2 -71%
Diluted earnings per share, SEK 0.77 2.17 -65%
This interim report contains certain forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of 1995
which, by their nature, involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.
Accordingly, investors and shareholders are urged not to place undue reliance on
these statements.
Operational Review January - March 2003
Amounts stated in this report pertain to the Biacore Group, unless indicated
otherwise. Figures in parentheses refer to the corresponding period in 2002.
In the first quarter of 2003, Biacore experienced a slowdown in demand for its
SPR based systems as the uncertain global political and economic conditions
resulting from the Iraq war led to prolonged purchasing decisions by its key
customers, particularly pharmaceutical companies in the United States. The
impact of this slowdown was further exacerbated by governments delaying the
provision of funds to major research organizations such as the National
Institutes of Health (NIH) in the United States. As a result of these adverse
market conditions, Biacore's sales fell by 25% in the first quarter of 2003 to
SEK 106.5 million (141.3). Excluding currency effects sales fell by 20%.
The first quarter of 2003 saw further growth in sales of the Company's new
Biacore(r)S51. This system is being marketed for lead optimization and certain
specific ADME applications, two of the key problem areas faced by the drug
discovery industry today. In March, Biacore strengthened its product offering in
the lead optimization area with the full commercial launch of its new cell-based
assay system Procel(tm).
Biacore(r)3000, which is Biacore's most important product offering to academic
customers in its core basic life science research market, saw sales fall due to
lower demand from government funded research institutes. Biacore(r)3000 remains
the Company's best-selling product and is a highly flexible system used to solve
a wide range of biological research problems, especially in the field of
functional proteomics. To further enhance the utility of Biacore(r)3000 in this
field, Biacore has recently introduced a new automated functionality to the
system which will enable it to work seamlessly with mass spectrometry (MS)
systems.
Sales were divided geographically as follows:
January-March
SEK million 2003 2002 Change
Americas 41.2 66.3 -38%
Europe 30.9 30.5 1%
Asia-Pacific 34.4 44.5 -23%
In the first quarter of 2003, sales in the Americas continued to be affected by
a slowdown in orders from the pharmaceutical sector as well as funding delays to
the NIH, the largest life science research and funding organization in the U.S.
Sales in Europe of SEK 30.9 million (30.5) were maintained at similar levels to
2002. Sales were also lower in Asia-Pacific with revenues declining 23% to
SEK 34.4 million (44.5), again as a result of delays in government research
funding.
The 77% gross margin was lower than in prior periods due to the lower than
anticipated sales.
Given the uncertain political and economic outlook, the Company has continued to
keep a tight control of its operating costs. Total costs for marketing,
administration and research and development decreased by 11% in the first
quarter of 2003 to SEK 72.5 million (81.2). During this period, marketing and
sales costs decreased by 10% to SEK 38.6 million (42.9), while administration
costs fell by 4% to SEK 15.4 million (16.0).
R&D spending in the first quarter amounted to SEK 30.4 million (22.3). Of this
amount, SEK 11.9 million (0.0) was capitalized.
Due to the lower than anticipated sales, operating income declined by 86% to
SEK 4.1 million (29.6) despite tight control of costs. The operating margin in
the first quarter was 4% (21). Currency differences during the period amounted
to SEK -4.5 million (-6.2) in "Other income and expenses" and SEK -0.1 million
(0.0) in "Financial items". The continued negative currency differences were due
to the ongoing depreciation of the U.S. Dollar and the Japanese Yen against the
Swedish Krona. Financial items also include a reversal of the write-down of
shares in Diffchamb of SEK 2.7 million. During April 2003, the shares in
Diffchamb were sold at a further gain of SEK 1.2 million.
The effective tax rate for the period was 18% (32) of income after financial
items. The lower tax rate is due to a change in the geographical mix of income,
one factor being the Swiss operations, and non-taxable reversal of the
previously non-deductible write-down of shares in Diffchamb.
Net income for the first quarter of 2003 was SEK 7.5 million (21.5), giving
diluted earnings per share of SEK 0.77 (2.17).
In the first quarter, cash flows from operating activities totaled
SEK 26.0 million (34.9).
Capital Expenditures
During the first three months of 2003, capital expenditures totaled
SEK 3.6 million (5.4).
Personnel
At the end of March 2003, Biacore had 334 (302) permanent employees.
Business Review
The first quarter of 2003 has seen Biacore experience a slowdown in the demand
for its world leading surface plasmon resonance (SPR) technology, which is used
for the real-time detection and monitoring of biomolecular binding interactions.
This slowdown is in line with the trends seen by a number of other
bio-analytical instrument suppliers over the last several months. In Biacore's
opinion, this slowdown does not reflect an underlying change in the demand for
its SPR technology but is the result of the great uncertainty, which was caused
to the global political and economic environment by the Iraq conflict.
Looking ahead, Biacore is confident that its strong product offering and its
well-balanced customer base, which spans the world's leading life science
research institutes, leading companies in the pharmaceutical and biotechnology
industries and major food manufacturers, will enable it to resume a pattern of
attractive growth once the macro-environment stabilizes.
Academic Customers Focusing on Molecular Causes of Disease
In the last two years, Biacore's marketing activities have focused on the
ability of its SPR technology based systems to help solve many of the important
problems faced by academic scientists working on a better understanding of the
molecular causes of disease.
Key areas where Biacore has focused its marketing include Cancer, Neuroscience
and more recently Infectious Diseases.
In addition, Biacore has placed a great deal of effort in another research area
of growing importance, Proteomics, where the Company is increasingly being
recognized as a global leader. In the field of functional proteomics there are
two areas where Biacore's SPR systems have clear competitive advantages namely
ligand fishing and protein interactions. These areas are both crucial to
developing a clear understanding of disease and for identifying drug-like
structures that may prove the basis of potential drug candidates.
Bruker Daltonics Collaboration - New Approaches to Functional Proteomics
In order to further enhance its competitive position in the proteomics area,
Biacore signed an important collaboration with the Nasdaq listed company Bruker
Daltonics in 2001 which is designed to combine the power of the two companies'
core technologies, SPR and mass spectrometry, respectively.
Together, the companies aim to commercialize the combined technique of SPR-MS in
order to create an exciting comprehensive platform for functional proteomics
studies, which will help researchers to:
- Generate functional information on proteins, receptors and ligands of
interest,
- Isolate and purify these molecules, and
- Characterize and identify these proteins or other molecules.
Biacore has recently introduced a new module for Biacore(r)3000 which marks an
important step forward in the integration of SPR-MS. This new module enhances
the functionality of Biacore(r)3000 by allowing automated and increased capacity
recovery functionality as well as direct MALDI target deposition for further
analysis by a number of mass spectrometry systems.
This enhanced Biacore(r)3000 functionality has been tested as part of
collaborations in this field with laboratories in a number of key organizations
worldwide. These include Wyeth Pharmaceuticals Inc. (U.S.), Ludwig Institute for
Cancer Research (Melbourne Branch, Australia), University of Southern Denmark,
Odense University (Denmark) and the Integrated Proteomics System Project (Tokyo
University of Agriculture and Technology, Japan).
Biacore is confident that the SPR-MS technology combination will provide
researchers with a radical new approach to functional proteomics studies and
will give both companies a strong competitive position in the rapidly growing
proteomics market.
Biacore's Increasing Recognition as a Global Leader in Proteomics
In recent months, there have been a number of industry surveys, which have
highlighted the significant potential of Biacore's SPR technology in the field
of proteomics.
In a review of the proteomics sector entitled "The Quest for the Protein Chip"
in The Economist (March 15, 2003), Biacore was identified as the clear global
leader in protein interaction chips. This is a technology, which is expected to
play a key role in capturing most of the important disease relevant information
from proteomics studies. The future importance of the proteomics area was also
reiterated in this article with leading industry commentators expecting protein
microarrays (chips) to be 10 to 100 times more useful than gene chips in terms
of the disease relevant data that they will be capable of generating.
Another study of the proteomics industry entitled "Dividing and Conquering The
Proteome" (March 2003), which was carried out by Select Biosciences, again
highlighted both the growth potential of the proteomics market and Biacore's
world leading position in interaction chips. The study was clear about the
competitive advantages of Biacore's interaction chips in important areas of the
drug discovery and development process including target validation and lead
optimization.
Developing High Quality Drug Candidates
In parallel to generating clearer insights into the causes of disease, Biacore's
SPR technology based systems are being used by pharmaceutical and biotechnology
companies to discover and develop better drugs for the treatment of a wide range
of diseases.
Our Enhanced Lead Optimization Product Offering
Biacore(r)S51 - Sales Continue to Build
Biacore(r)S51, the first new Biacore system introduced specifically for the
pharmaceutical and biotechnology industry, has continued to make progress. This
new system addresses critical bottlenecks in the drug discovery process
downstream of high throughput screening (HTS). Biacore(r)S51 is able to achieve
this by providing more relevant biological information on compound activity, in
a single assay, than any other technology available today.
Given the progress that has been made with Biacore(r)S51 since its launch,
Biacore is confident that it will become a major contributor to its future sales
growth. This confidence is also based on the growing appreciation of the product
from the market as well as new customer-generated data highlighting the benefits
of using Biacore(r)S51 along with new applications for Biacore(r)S51, based on
the work of leading university research particularly in the area of structure
activity relationships.
Procel(tm) - Introduced at Screentech
In March 2003, Biacore fully launched its new cell-based assay system,
Procel(tm). This product is based on Biacore acquiring a license to proprietary
fluorescent cell-based assay technology developed by the U.S. company Axiom
Biotechnologies Inc.
Procel(tm), which was launched at the Screentech Conference in San Diego, is
designed to complement Biacore(r)S51 and provide a highly competitive offering
in the field of lead optimization. By using Procel(tm), researchers will have
access to an easy-to-use cell-based fluorescent analytical system which has been
designed to characterize compounds that interact with both G protein coupled
receptors (GPCRs) and ion channels. These are two of the main classes of drug
targets under evaluation today.
Initial market feedback on Procel's ability to carry out a number of important
applications, which are crucial in the lead optimization process, has been
positive.
Biacore is confident that the combination of Procel(tm) and Biacore(r)S51 will
provide researchers with access to detailed information on the biological
activity of potential drug candidates in a competitive timeframe and to a depth
and quality superior to existing analytical instrumentation. The complementary
nature of these two products is also expected to lead to synergies in the
Company's sales and marketing efforts.
Biacore(r)3000 GxP Package - Accessing The Clinical Trials Market
In line with its strategy of developing new solutions which are tailored to the
needs of its customers, Biacore has recently introduced a new GxP package to be
used in conjunction with Biacore(r)3000. This new package has been designed to
facilitate pharmaceutical companies' compliance with worldwide regulatory
expectations and will complement Biacore(r)C, launched in 2001 for rapid
concentration analysis in drug development, manufacturing quality control and
in-process control applications.
A key application of the Biacore(r)3000 GxP Package will be in the clinical
trials of the new wave of biological therapeutics, including antibodies, where
this new product will be used to capture data such as the therapeutic product's
immunogenicity.
SPR Array Technology - Meeting the Need for Higher Information Content
Biacore is determined to build on the strong SPR-based business that it has
established over the last decade. In order to achieve this the Company is
working on a number of important technological breakthroughs in SPR detection
and micro-fluidics that form the basis for the development of its new SPR array
system.
This system, which is planned to reach the market in 2004, will be able to
deliver a significant improvement in the speed with which information on protein
interactions can be generated. Delivering the same high sensitivity and data
quality that the Company's customers currently enjoy and require, this new
platform will enable Biacore's SPR technology to be used across an even broader
range of applications in both basic life science research and drug discovery and
development.
To commercialize its SPR array technology, Biacore has entered into two
collaborations to develop specific applications and gain access to reagent
expertize. These collaborations and relationships are enabling Biacore to
develop the critical elements of the system's specification so that it meets the
demands of its targeted end-users.
Valuable input from Millennium's scientists on applications and industry needs
has enabled R&D efforts to focus on the array technology format that will meet
the requirements of Biacore's major target customer groups for higher throughput
SPR instrumentation. The agreed format will build on the fundamental advantages
of Biacore's proprietary SPR and micro-fluidics technology, emphasizing
sensitivity, data quality and high information content, combined with an
increase in throughput that meets industry needs.
The SPR array system is designed for applications in the interaction proteomics
and post-HTS small molecule characterization areas, where its sensitivity,
increased throughput and high information content will complement Biacore's
existing systems. Over time, the Company expects the SPR array system to have
applications across the spectrum of drug discovery and development activities
and be a valuable tool in many proteomics applications.
In order to address higher throughput proteomics applications, it is crucial to
have access to the right reagents. To achieve this, Biacore signed a further
complementary collaboration with the U.S. company BD Biosciences Pharmingen in
July 2002. This collaboration provides access to targeted panels of antibodies
and reagents for array applications.
Future Growth Prospects Remain Positive
Despite the slowdown seen in the first quarter of 2003, Biacore still believes
that it is in a strong position to deliver above industry growth going forward.
This confidence is based on:
- The continued growth which is expected from the Company's core life science
research customers as a result of Biacore's SPR technology gaining even
greater recognition in the field of functional proteomics,
- The anticipated success of the collaboration with Bruker Daltonics which will
allow the commercialization of a system which delivers the powerful
combination of SPR-MS for proteomics applications,
- The continued growth of the three new systems recently introduced to meet the
specific needs of customers in the pharmaceutical and biotechnology industry,
Biacore(r)S51 and Procel(tm) for "hit to lead"-selection, and Biacore(r)C for
QC (quality control) applications,
- The significant commercial potential of the new products that are being
developed based on Biacore's novel SPR array technology.
These opportunities allied to the strength of the overall Biacore organization
should enable the Company to continue to deliver attractive returns to its
shareholders over the next several years.
Pfizer - Pharmacia Merger
The merger between Pfizer Inc. and Pharmacia Corporation was effected as of
April 16, 2003 and as a result Pfizer is now Biacore's largest shareholder.
Accounting Principles
This interim report has been prepared in accordance with the Swedish Financial
Accounting Standards Council's Statement No. 20 (RR 20), Interim Financial
Reporting. As of 2003, a number of new standards from the Swedish Financial
Accounting Standards Council have become effective. The adoption of these new
standards has not affected the reported results of operations or financial
position of the Company. In relation to the new standard RR25 Segment Reporting,
Biacore has only one primary segment, Bio-analytical instrumentation.
Quarterly Sales Variations
Biacore's total sales during the period 2000-2002 were split between quarters as
follows:
Quarter 1 23% Quarter 3 22%
Quarter 2 23% Quarter 4 32%
Dividend
In view of the continued strong cash flow, the Board recommends to today's
Annual General Meeting that the Company begins to pay dividends to its
shareholders. For the financial year 2002, the Board recommends a dividend
payment of SEK 3.00 per share.
Outlook for the Full-Year 2003
Taking into consideration the general market conditions and particularly
currency developments, Biacore's sales for the full-year 2003 are now expected
to be approximately the same as last year. Earnings per share are forecast to
increase by approximately 60% in 2003. Earnings per share will be positively
affected by a considerable reduction of the tax rate compared with full-year
2002 and the capitalization of R&D expenses of approximately SEK 40 million in
accordance with Swedish accounting rules. As always, sales and earnings are
expected to vary substantially between the quarters. Biacore's previous outlook
for the full-year 2003 was for sales to increase by approximately 10% and for
earnings per share to increase by approximately 70%.
Uppsala, Sweden, May 8, 2003
Biacore International AB (publ)
Ulf Jonsson
President and Chief Executive Officer
This interim report has not been subject to examination by the Company's
auditor.
Financial Information
During 2003, Biacore plans to release its interim reports as follows:
January - June Friday, July 18
January - September Wednesday, October 22
Biacore is a global market leader in Surface Plasmon Resonance (SPR) technology
based systems with its own sales operations in the U.S., across Europe, Japan,
Australia and New Zealand. A strong patent portfolio protects Biacore's SPR
technology. Target groups for the Company's products consist primarily of
medical and life science research laboratories and pharmaceutical and
biotechnology companies around the world. Biacore is focusing on drug discovery
and development as its prime areas for future growth. Based in Uppsala, Sweden,
the Company is listed on the Stockholm Stock Exchange and Nasdaq in the U.S.
Biacore International AB (publ)
Company Reg. No. 556534-5211
Rapsgatan 7
SE-754 50 UPPSALA
Phone +46 18 67 57 00
Fax +46 18 15 01 10
E-mail: info(at)biacore.com
Website: www.biacore.com
Biacore Consolidated Income Statements
January-March Full year
SEK million 2003 2002 Change 2002
Sales 106.5 141.3 -25% 614.2
Cost of goods sold -24.3 -24.4 0% -100.9
Marketing -38.6 -42.9 -10% -199.8
Administration -15.4 -16.0 -4% -68.3
Research and development -18.5 -22.3 -17% -104.4
Other income and expenses -4.6 -4.9 4.3
Amortization of goodwill -1.0 -1.2 -4.5
Operating income 4.1 29.6 -86% 140.6
Financial items, net 4.9 1.6 -20.4
Income after financial items 9.0 31.2 -71% 120.2
Income taxes -1.6 -10.1 -40.1
Minority interest 0.1 0.4 0.7
Net income 7.5 21.5 80.8
Basic earnings per share, SEK 0.77 2.21 8.28
Diluted earnings per share, SEK 0.77 2.17 8.20
No. of shares, average, diluted, thousands 9,770 9,918 9,851
Net income 7.5 21.5 80.8
Currency translation differences -4.4 -2.1 -15.3
Change in shareholders' equity 3.1 19.4 65.5
Quarterly Income Statements
1Q 4Q 3Q 2Q 1Q
SEK million 2003 2002 2002 2002 2002
Sales 106.5 175.9 142.4 154.6 141.3
Cost of goods sold -24.3 -28.5 -22.9 -25.1 -24.4
Marketing -38.6 -53.4 -47.9 -55.6 -42.9
Administration -15.4 -13.6 -19.2 -19.5 -16.0
Research and development -18.5 -26.3 -23.5 -32.3 -22.3
Other income and expenses -4.6 -4.5 2.5 11.2 -4.9
Amortization of goodwill -1.0 -1.1 -1.1 -1.1 -1.2
Operating income 4.1 48.5 30.3 32.2 29.6
Financial items, net 4.9 1.1 -10.4 -12.7 1.6
Income after financial items 9.0 49.6 19.9 19.5 31.2
Income taxes -1.6 -9.1 -8.7 -12.2 -10.1
Minority interest 0.1 0.1 0.1 0.1 0.4
Net income 7.5 40.6 11.3 7.4 21.5
Basic earnings per share, SEK 0.77 4.16 1.16 0.75 2.21
Diluted earnings per share, SEK 0.77 4.15 1.16 0.75 2.17
No. of shares, average, diluted, thousands 9,770 9,786 9,750 9,896 9,918
Sales by region
1Q 4Q 3Q 2Q 1Q
SEK million 2003 2002 2002 2002 2002
Americas 41.2 63.8 59.6 80.8 66.3
Europe 30.9 62.7 44.2 36.5 30.5
Asia-Pacific 34.4 49.4 38.6 37.3 44.5
Total sales 106.5 175.9 142.4 154.6 141.3
Biacore Consolidated Balance Sheets
March 31 Dec. 31
SEK million 2003 2002 2002
Intangible assets 92.7 81.9 84.8
Property, plant and equipment 116.1 108.0 117.1
Long-term investments 10.6 36.6 7.9
Other long-term assets 29.9 25.4 27.7
Other current assets 221.3 248.8 242.3
Liquid funds 361.7 250.3 351.6
Total assets 832.3 751.0 831.4
Shareholders' equity 637.8 588.6 634.7
Minority interest 0.7 1.1 0.9
Provisions 83.6 65.8 83.4
Liabilities 110.2 95.5 112.4
Total shareholders' equity and liabilities 832.3 751.0 831.4
Financial structure
Operating capital 305.9 324.7 327.4
Long-term investments 10.6 36.6 7.9
Net interest-bearing assets 323.8 222.0 313.9
Net payable and deferred income tax liability -1.8 6.4 -13.6
Minority interest -0.7 -1.1 -0.9
Shareholders' equity 637.8 588.6 634.7
Biacore Consolidated Statements of Cash Flows
January-March Full year
SEK million 2003 2002 2002
Net income 7.5 21.5 80.8
Less: Depreciation and amortization 7.5 5.7 23.7
Less: Write-down of long-term investments (reversal) -2.7 - 28.7
Change in working capital 16.2 2.6 37.1
Other -2.5 5.1 -6.6
Cash flows from operating activities 26.0 34.9 163.7
Acquisition of business, net of cash acquired - - 1.6
Purchase of intangible assets -12.0 - -7.0
Purchase of property, plant and equipment -3.6 -5.4 -31.7
Cash flows from investing activities -15.6 -5.4 -37.1
Change in financial liabilities -0.3 - 4.2
Cash flows from financing activities -0.3 - 4.2
Net change in liquid funds 10.1 29.5 130.8
Key figures
Operating margin 3.8% 20.9% 22.9%
Return on operating capital 5.2% 35.8% 42.4%
Return on equity 4.7% 14.9% 13.4%
Equity ratio 77% 78% 76%
Shareholders' equity per share, diluted, SEK 65.28 59.35 64.44
No. of shares, thousands 9,750 9,750 9,750
No. of shares, end of period, diluted, thousands 9,770 9,917 9,849
No. of shares, average, diluted, thousands 9,770 9,918 9,851
ANNUAL GENERAL MEETING OF SHAREHOLDERS IN BIACORE INTERNATIONAL AB
Uppsala, Sweden, May 8, 2003.
Biacore International AB (publ) (Biacore) (Stockholmsborsen: BCOR; Nasdaq: BCOR)
today announced that today's annual general meeting was attended by 30
shareholders, representing 56 percent of the total number of shares and votes in
the company.
The meeting decided, in accordance with the board of directors' and the
president's proposal, that the non-restricted equity in the parent company at
the meeting's disposal, in total SEK 156,303,000, be used as follows:
Dividend to shareholders, SEK 3 per share SEK 29,250,000
To be carried foreward as retained earnings SEK 127,053,000
Total SEK 156,303,000
The meeting reelected the board members Mr Lars-Goran Andren, Dr Gordon Edge,
Mr Tom Erixon, Dr Ulf Jonsson, Mr Magnus Lundberg, Mr Donald R Parfet, Mr Mats
Pettersson and Dr Marc Van Regenmortel. It was noted that the unions had
nominated Mrs Anna Hansson and Mr Markku Hamalainen as their representatives on
the board and Mr Hans Sjobom and Mrs Eva-Lotta Hedstrom as deputies.
The meeting decided to authorize the chairman of the board to call
representatives of at least three of the Company's largest shareholders, who are
not members of the Company's board, to be members of the nomination committee
together with the chairman of the board until the next annual general meeting.
The composition of the committee before the election of the Board in 2004 shall
be announced in connection with the publication of the Company's interim report
for the third quarter of 2003.
Furthermore, the meeting decided, in accordance with the board's proposal, on
the issuance of debenture with subscription rights for new shares and approval
of employee options, as part of a new incentive program. The decision involves
mainly the following:
Biacore shall issue one debenture with a nominal value of SEK 1,000 with a total
of 100,000 detachable subscription rights for new shares (warrants) in the
Company. A wholly-owned subsidiary shall have the right to subscribe for the
debenture. The price for the debenture shall be equivalent to its nominal value.
Each subscription right gives the holder the right to subscribe for one share in
Biacore during the period from 16 May, 2003, or the later date when the Patent
and Registration Office has registered the issue, to 31 May, 2008. The
subscription price shall be equivalent to 100 percent of the average last price
paid for the Company's shares listed on Stockholmsborsen during the period 30
April, 2003 to 15 May, 2003.
The increase of the Company's share capital if all subscription rights are
exercised corresponds to a dilution of app. 1 percent (app. 8.8 percent totally
together with the incentive programs decided in 2000, 2001 and 2002) of the
current share capital and number of votes.
The subsidiary shall utilize the subscription rights in order to secure
obligations pursuant to issued employee options. The requisite number of
subscription rights may also be utilized to cover certain costs that arise in
connection with the exercise of the employee options.
The employee options shall be issued free of charge to employees within the
Biacore group. The board will decide on the allotment in each individual case.
No more than 10,000 options shall be issued to the CEO/president of Biacore
International AB, no more than 5,000 options each to other senior management, no
more than 2,000 options each to other key employees and no more than 500 options
each to other employees. Board members elected by the general meeting of
shareholders who are not employed by the Company shall not be allotted options.
Allotted employee options gradually give a right to acquire shares in Biacore.
Payment shall be made with an amount corresponding to 100 per cent of the
average last price paid for the Company's shares listed on Stockholmsborsen
during the period 30 April, 2003, to 15 May, 2003. The employee options can be
exercised up until 10 May, 2008.
About Biacore
Biacore is a global market leader in Surface Plasmon Resonance (SPR) technology
based systems with its own sales operations in the U.S., across Europe, Japan,
Australia and New Zealand. A strong patent portfolio protects Biacore's SPR
technology, which gives unique real-time insights into biomolecular
interactions. Target groups for the Company's products consist primarily of
medical and life science research laboratories and pharmaceutical and
biotechnology companies around the world. Biacore is focusing on drug discovery
and development as its prime areas for future growth. The Company currently has
eight systems on the market, the most important of which are: Biacore(r)S51 for
applications downstream of high-throughput screening (HTS) including rapid
characterization of HTS hits and comprehensive pre-clinical evaluation of lead
compounds, Biacore(r)3000, which offers flexibility in key life science research
and drug discovery applications upstream of HTS, and its recently introduced
cell-based system for pharmacological profiling, Procel(tm). Biacore(r)C is
specifically designed for compliant concentration analysis of biopharmaceuticals
in GLP/GMP applications. A new SPR array chip system, which will provide higher
information content, is expected to reach the market in 2004.
Based in Uppsala, Sweden, the Company is listed on Stockholmsborsen and Nasdaq
in the U.S. In 2002 the Company had sales of SEK 614.2 million and an operating
income of SEK 140.6 million.
Further information on Biacore can be found on the web: www.biacore.com.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Biacore International AB (publ)
By: Lars-Olov Forslund
Name: Lars-Olov Forslund
Title: Chief Financial Officer
Dated: June 5, 2003