Amersham International plc announced Monday that it willacquire United States Biochemical Corp. (USB) for up to $69million, of which it will pay $51.75 million upon completion ofthe agreement, expected for April 2.

This date coincides with the start of Amersham's new fiscalyear. Any necessary shareholder approvals, as well as those ofthe boards of directors, "have been obtained on both sides,"said Tom Mann, USB's chief executive officer.

Amersham will issue 4.64 million new shares of common stock."Amersham and its bankers (Morgan Grenfell & Co. Ltd.) placedthe shares successfully Monday morning," Mann told BioWorld.Morgan Grenfell intended to sell 3.62 million shares at 712pence per share (about $1.02).

"USB shareholders will be receiving 75 percent of theconsideration in cash and 25 percent in Amersham shares, "explained Mann.

Additionally, Amersham will pay up to $17.25 million toprivately held USB over the next three years, contingent onagreed-upon sales levels of certain of USB's products.

Amersham is buying USB's strength in molecular biology --particularly the Sequenase family of reagents and enzymes forsequencing DNA -- by which Amersham of Little Chalfont,Bucks, England, intends to become a "leading player in theworldwide market for DNA sequencing." Amersham also gets aNorth American base for research and development, andmanufacturing for the life sciences.

USB of Cleveland, a major supplier of reagents, biochemicalsand intermediates to the life sciences industry in NorthAmerica, gains access to Amersham's international sales anddistribution network. More than half of Amersham's sales areoutside the U.S., while 85 percent of USB's sales are inside,explained Ron Long, Amersham's executive director.

USB retains its patents on ribozymes, including the first U.S.patent to cover purified and man-made ribozymes, which it haslicensed exclusively to Ribozyme Pharmaceuticals Inc., thedevelopment-stage company it formed with the aid of venturecapitalists in May 1992. "If Ribozyme develops products, theywill pay royalties to USB," Mann told BioWorld. But USB stillretains the rights for developing reagents for life scienceresearch, he added.

-- Jennifer Van Brunt Senior Editor

(c) 1997 American Health Consultants. All rights reserved.