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Celltech Group PLC (154)

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Thursday 22 May, 2003

Celltech Group PLC

AGM Statement

Celltech Group PLC
22 May 2003

Embargoed for release at 7am
                                                                     22 May 2003


                               CELLTECH GROUP PLC
                        ANNUAL GENERAL MEETING STATEMENT


At today's Annual General Meeting (AGM) Celltech (LSE: CCH; NYSE: CLL) is
providing an update on its trading performance for the first four months of this
year and its acquisition of Oxford GlycoSciences plc ('OGS'), as well as
reporting recent Board changes.

• Trading Performance

Celltech's business has performed well during the first four months of 2003, and
the Company remains comfortable with current market expectations for 2003
earnings.

• Acquisition of OGS

Celltech's acquisition of OGS, announced in February, continues to progress to
plan.  Celltech now controls nearly 90% of the issued share capital of OGS, and
intends to initiate shortly a compulsory purchase process for the remaining
outstanding shares.  Celltech has already completed its initial evaluation of
OGS' business, and integration plans are now fully formulated and underway.
Celltech management are installed in key positions to direct the rapid
integration of key elements of the business and the planned divestment
programme.  Celltech expects the integration to be largely complete by the end
of September.

Celltech has identified a number of high quality programmes and personnel,
particularly in the oncology area, which it plans to absorb into its own
operations.  Several assets, identified as non-core to Celltech's operations,
will be divested.  Overall, Celltech anticipates that the acquisition of OGS
will be both cash-neutral and earnings neutral, as originally stated at the time
of its offer.

Dr Goran Ando, Chief Executive Officer, commented:

'Celltech continues to make advances with its pipeline of innovative new
treatments addressing large therapeutic opportunities.  Whilst we were
disappointed by the discontinuation of clinical studies with Merck's lead PDE-4
inhibitor compound, CDP 870 continues to progress well in late-phase development
in collaboration with Pfizer, and we expect four exciting new products to enter
clinical development during 2003.

In addition, we believe that our acquisition of OGS will add important new
scientific capabilities to Celltech, and will substantially accelerate and
complement our own emerging efforts in the field of oncology.

Celltech's international pharmaceutical business is continuing to perform well,
enabling the Company to sustain its substantial commitment to innovative R&D, in
addition to successfully building specialist sales and marketing capabilities
that will enable us to maximise the value generated from our innovative product
pipeline.'

• Board Changes

Following announcement of his appointment as Chief Executive Officer, Dr. Goran
Ando, formerly Executive Vice President and President of R&D at Pharmacia, was
appointed to Celltech's Board of Directors on 16 April 2003.  Dr. Ando succeeds
Dr. Peter Fellner, who has been CEO of Celltech since 1990. Dr. Fellner was
appointed Non-Executive Chairman of Celltech on 16 April 2003, following the
retirement of Mr. John Jackson.  Mr. Jackson served as Chairman for over 20
years, during which time Celltech evolved from an early-stage, research-based
company into one of the largest European biotechnology companies.

A series of planned changes is also ongoing amongst Celltech's Non-Executive
Directors.  Mr John Baker, who has served as a Deputy Chairman during the past
three years, will retire from Celltech's Board after today's AGM, and Mr Hugh
Collum, who has also served as a Deputy Chairman since 1999, plans to retire
from the Board in July.  The Board thanks them both for their valuable
contributions, during a demanding period in which the Company has achieved
substantial growth.

As previously announced, Mr Philip Rogerson was appointed as a Non-Executive
Director in March 2003, and it is planned that he will be appointed as Senior
Independent Director after today's AGM.  He will also be joining the
Remuneration and Audit Committees.  Mr Rogerson has an extensive background in
finance, including a period as Chief Financial Officer of British Gas.

In addition, Mr Peter Cadbury was appointed as a Non-Executive Director in April
2003.  Mr Cadbury has an extensive background in corporate finance, including
periods as Deputy Chairman of Morgan Grenfell & Co. (now the investment bank of
Deutsche Bank) and Chairman of Close Brothers Corporate Finance.


Contacts:


Dr. Goran Ando             Chief Executive Officer          (44) (0) 1753 534655
Peter Allen                Deputy CEO and CFO
Richard Bungay             Director of Corporate Communications

Jon Coles                  Brunswick (London)              (44) (0) 207 404 5959
Fiona Fong                 Brunswick (London)
Cindy Leggett-Flynn        Brunswick (New York)               (1) (212) 333 3810



Celltech Group plc (LSE: CCH; NYSE: CLL) is one of Europe's largest
biotechnology companies, with an extensive late stage development pipeline and a
profitable, cash-generative pharmaceutical business. Celltech also possesses
drug discovery capabilities of exceptional strength, including a leading
position in antibody engineering. More details can be found at
www.celltechgroup.com.

Celltech desires to take advantage of the 'Safe Harbor' provisions of the US
Private Securities Litigation Reform Act of 1995, with respect to
forward-looking statements contained within this document. In particular certain
statements with regard to the conduct of clinical trials with CDP 870 and other
development products and the integration of OGS' operations into Celltech,
including the feasibility of planned divestments, the ability to generate cost
synergies and the timing of integration benefits, are all forward-looking in
nature. By their nature forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements. In addition to factors
set forth elsewhere in this document, the following factors, although not
exhaustive, could cause actual results to differ materially from those the
Company expects: pricing and product initiatives of the Company's competitors,
including the introduction of branded competition or generic substitution for
the Company's products, unanticipated difficulties in the design or
implementation of clinical trials, studies and investigations, results from
clinical trials, studies and investigations that are inconsistent with previous
results and the Company's expectations, unavailability of raw materials or other
interruptions in production or product distribution both internal and external,
unexpected difficulties in the scale-up of production to viable commercial
levels, unexpected fluctuations in production yields for development products,
fluctuations in currency exchange rates and the failure of the Company's
development, manufacturing and marketing partners to perform their contractual
obligations. Other factors that could affect these forward-looking statements
are described in the Company's reports filed with the US Securities and Exchange
Commission. The forward-looking statements included in this document represent
the Company's best judgment as of the date hereof based in part on preliminary
information and certain assumptions which management believes to be reasonable.
The Company disclaims any obligation to update these forward-looking statements



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