Merger of Businesses with Novartis - Part 1

AstraZeneca PLC
2 December 1999


Part 1


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO AUSTRALIA, CANADA OR JAPAN


              LAUNCH OF SYNGENTA, A GLOBAL LEADER IN AGRIBUSINESS -
                   ASTRAZENECA FOCUSES ON PHARMACEUTICALS


Introduction

The Board of AstraZeneca PLC ('AstraZeneca') announces that it has
unanimously agreed with the Board of Novartis AG ('Novartis') to spin off
and merge AstraZeneca's agrochemicals business ('ZENECA Agrochemicals') with
Novartis' crop protection and seeds businesses ('Novartis' Agribusiness')
to create the world's first global, dedicated agribusiness company.
The new company will be separately listed and will be named Syngenta AG
('Syngenta').

Tom McKillop, Chief Executive of AstraZeneca, commented: 'The merger of
Astra and Zeneca, the sale of Specialties, and now the creation of Syngenta,
completes an important phase of our strategic development and creates world
leading companies in the pharmaceuticals, specialty chemicals and
agrochemicals industries.'

Background

The Board of AstraZeneca has conducted a thorough strategic review of the
alternatives for its agrochemicals business to ensure its future
competitiveness and to maximise long-term value for its shareholders.  This
review has concluded that the synergies between agrochemicals and
pharmaceuticals are limited.  As a consequence, the Board has decided that
it is in the interests of both businesses to allow their focused development
based on independent strategies.  In determining the best option for the
agrochemicals business, the Board considered the changes currently underway
in the agrochemicals industry and the need for global scale, and above all, a
broad capability in research and development in both traditional and new
technologies.  To achieve this position, AstraZeneca has identified Novartis'
Agribusiness as the partner of choice. The creation of Syngenta provides
shareholders with the opportunity for a pure, high quality agrochemicals
investment with the financial strength and leadership necessary to compete
in a changing industry, and to benefit from the delivery of significant
synergies.

The demerger of ZENECA Agrochemicals together with the sale of the
Specialties business in June 1999 completes the transformation of
AstraZeneca into a focused pharmaceuticals company.

Overview of Syngenta

The merger of ZENECA Agrochemicals and Novartis' Agribusiness uniquely
positions Syngenta as the world's first global, dedicated agribusiness
company with USD 7.9 billion in combined 1998 sales:

* Combined ranking of no.1 in crop protection, no.3 in seeds

* Unparalleled global marketing capability across crops and
  regions

* Outstanding R&D platform to lead innovation in a rapidly
  changing industry

* Estimated net merger-related cost savings of USD 525 million

Heinz Imhof, Chairman designate of Syngenta, said: 'The creation of Syngenta
marks the most exciting milestone in the history of both businesses.  The
combination will allow us to create a leading high performance company with
an excellent competitive position providing the base for a sustainable
increase in shareholder value.'

Michael Pragnell, CEO designate of Syngenta, said: 'ZENECA Agrochemicals and
Novartis' Agribusiness are an ideal fit with complementary product portfolios
and a strong international sales and marketing culture.  Syngenta's unique
focus and its outstanding science base will enable it to enhance value
creation in agriculture at a time of substantial industry change.'

Summary of Terms

* AstraZeneca Shareholders will receive 39% of the shares of
  Syngenta, and Novartis Shareholders will receive 61% of the
  shares of Syngenta.

* The new company will be headquartered in Basel, Switzerland,
  with major R&D centres in Switzerland, the UK and the US.

* Syngenta will be listed on the Swiss, London, New York and
  Stockholm Stock Exchanges.

* Syngenta's capital structure will target total long-term debt of
  approximately USD 3.5-4.0 billion.  After part of this debt capacity is
  set aside to enable Syngenta to undertake a repurchase programme of up to
  10% of its shares, after completion, as its Board judges appropriate, 
  the remaining debt capacity will be used to refinance parental debt.

* Heinz Imhof, currently Head of Novartis' Agribusiness, will
  become Chairman of Syngenta.  Michael Pragnell, currently CEO
  of ZENECA  Agrochemicals, will become CEO.  Sir David Barnes, Deputy
  Chairman of AstraZeneca, will be Vice Chairman of Syngenta.

* AstraZeneca and Novartis have entered into a binding agreement
  to create Syngenta.  The Transaction is conditional, inter
  alia, on the shareholder approvals of AstraZeneca and Novartis
  and receipt of relevant regulatory clearances.  Completion,
  and the listing of Syngenta, are expected to take place in
  the second half of 2000.

* AstraZeneca's 50% holding in Advanta is not included in the
  Transaction.

Full details of the terms of the Transaction, including the
Master Agreement, are contained in the joint Syngenta
announcement which should be read in full with this announcement.

Financial Effects on AstraZeneca

In considering the structure of the Transaction, AstraZeneca has taken
account of the tax consequences at both a corporate and shareholder level.
The tax impacts on our shareholders in the UK, Sweden and the US are
given in Appendix 4 to this announcement.

The structure of the Transaction will be as a dividend in specie of ZENECA
Agrochemicals to AstraZeneca Shareholders.  The dividend will be calculated
after adjusting for previously written off goodwill and AstraZeneca's share
of the initial funding of Syngenta (after an allowance has been made for a
possible share repurchase programme by Syngenta and working capital needs).

As at 30 June 1999, the consolidated net assets of ZENECA Agrochemicals
under UK GAAP, before any adjustments which flow as a result of the detailed
implementation of the Transaction, amounted to USD 2.3 billion (excluding
USD 0.9 billion of goodwill previously written off against reserves).

Appendix 5 contains financial information on AstraZeneca, excluding ZENECA
Agrochemicals.

With the half year results, AstraZeneca announced that it would maintain its
dividend at 70 cents per share until such time as this dividend was
comfortably covered 2-3 times by earnings.  Thereafter, the dividend would be
increased in line with earnings.  It is expected that following completion,
in the absence of unforeseen circumstances, the Board of AstraZeneca will
continue this policy.

Other Matters

The Board of Directors of AstraZeneca has approved the proposed Transaction
and has been advised by CSFB and Goldman Sachs that the proposed Transaction
is fair from a financial point of view to AstraZeneca Shareholders.

                              

The following meetings for analysts, investors and the press are being held
today.

8.00 a.m. UK time          Teleconference for financial analysts with
9.00 a.m. Central European Jon Symonds, CFO of AstraZeneca, and
           time            Dr. Raymund Breu, CFO of Novartis.
                           Dial-in number: Europe +(41) 91 610 4111,
                           USA: + (1) 800 860 2442.

                           Playback available:  Europe: +(41) 91 610 2500
                           (Code 185), USA: +(1) 412 858 1440 (Code 185).
                           Playback starts at 10.30 a.m. Central European
                           time (9.30 a.m. UK time)

10.30  a.m. Swiss time     Press conference at Cross Air
                           Center, Basel, Switzerland
                           (with live video broadcast to The
                           World Trade Centre, Stockholm,
                           Sweden)

1.30  p.m. UK time         Analysts and investors conference at
                           Drapers' Hall, Throgmorton Avenue, London EC2
                           (with live video broadcast to The World Trade
                           Centre, Stockholm, Sweden)

2.45  p.m. UK time          Press conference at Drapers' Hall, Throgmorton
                            Avenue, London EC2(with live video broadcast for
                            journalists to The World Trade Centre,
                            Stockholm, Sweden)

In addition, the following meeting for analysts and investors is being held
tomorrow, Friday, 3 December, in New York.

12.00 p.m. EST             Analysts and investors conference at
                           Equitable Center, New York

Enquiries:

AstraZeneca
Steve Brown (UK)           Tel: + (44) 171 304 5033
Mikael Widell (Sweden)     Tel: + (46) 703 119 960
Rachel Bloom (US)          Tel: + (1) 302 886 7858

CSFB
Richard Page               Tel: + (44) 171 888 8888

Goldman Sachs
Guy Slimmon                Tel: + (44) 171 774 1000

CSFB de Zoete & Bevan
(Broker to AstraZeneca)
Charlie Foreman            Tel: + (44) 171 888 8888


This press release should be read in conjunction with the full text of the
joint Syngenta announcement.

Credit Suisse First Boston (Europe) Limited ('Credit Suisse First Boston')
and Goldman Sachs International('Goldman Sachs'), which are regulated in the
United Kingdom by The Securities and Futures Authority Limited, are acting
for AstraZeneca and no one else in connection with the Transaction and will
not be responsible to anyone other than AstraZeneca for providing the
protections afforded to customers of Credit Suisse First Boston or Goldman
Sachs respectively, or for providing advice in relation to the Transaction. 

No offer or invitation to acquire securities in Syngenta is being made now
nor are offers being solicited.  Any such offer or invitation will only be
made in documents to be published in due course and any such acquisition
should be made solely on the basis of information contained in such documents.
This press release is also not an offer of Syngenta shares (or ADRs).  No
such shares or ADRs will be offered or sold in the United States unless they
are registered or exempt from registration under the United States Securities
Act of 1933.  Any public offering of securities to be made in the United
States would be so registered or exempt and would be made by means of
documentation containing detailed information about Syngenta and management,
as well as financial statements.

A copy of this press release will be furnished, as a Form 6-K, to the U.S.
Securities and Exchange Commission (the 'SEC') by AstraZeneca, which is
subject to the informational requirements of the U.S. Securities Exchange Act
of 1934, as amended, that are applicable to foreign private issuers.  This
Form 6-K and other information furnished to the SEC by AstraZeneca may be
inspected and copied by the public at the public reference facilities
maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W. Room 1024,
Washington DC 20549, as well as at the regional offices of the SEC located at
Seven World Trade Center, 13th Floor, New York, NY 10048 and at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661.

In order to utilise the 'Safe Harbor' provisions of the United States Private
Securities Litigation Reform Act of 1995, AstraZeneca are providing the
following cautionary statement.

This document contains certain forward-looking statements with respect to the
financial condition, results of operations and the businesses of AstraZeneca
and Novartis and Syngenta management's plans and objectives for Syngenta.
These statements and forecasts 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 and forecasts, such as the ability of Syngenta to
integrate AstraZeneca's and Novartis' large and complex agrochemicals
businesses and realise synergies, difficulties of obtaining governmental
approvals for new products, exposure to fluctuations in exchange rates for
foreign currencies, the risk that R&D will not yield new products that
achieve commercial success, the risk of substantial product liability claims,
exposure to environmental liability, the impact of competition, price
controls and price reductions and inflation and the risk of loss or
expiration of patents and trademarks.


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