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To: Henry Niman who wrote (355)6/19/1998 11:44:00 AM
From: Anthony Wong  Respond to of 1722
 
Astra to Buy Merck's Half of Unit for $4.4 Bln-Plus (Update1)

Bloomberg News
June 19, 1998, 9:33 a.m. ET

Astra to Buy Merck's Half of Unit for $4.4 Bln-Plus (Update1)

(Adds analyst comment in 4th paragraph; rewrites.)

Stockholm, June 19 (Bloomberg) -- Astra AB said it will buy
Merck & Co.'s half of their U.S. sales venture for at least $4.4
billion, paving the way for Sweden's biggest drugmaker to
consider merging with a rival.

Astra, maker of Prilosec, an ulcer treatment that is the
world's best-selling drug, said it will lend the biggest U.S.
drugmaker $1.4 billion as part of the transaction. The $4.4
billion minimum price depends on future sales.

The buyout extricates Astra from a requirement to sell its
products in the U.S. through Merck -- an arrangement that
analysts say crimps the Swedish company's profit in the world's
biggest drug market. Merck, maker of the cholesterol drugs Zocor
and Mevacor, agreed last month to sell its stake in a venture
with DuPont Co. for $2.6 billion, giving it cash to expand.

''Merck would have preferred all the money in cash,'' said
Hemant Shah, an analyst with HKS & Co. in Warren, New Jersey.
''That's not realistic if Astra is trying'' to merge.

If Astra does merge or is acquired, Merck will continue to
receive money under today's agreement. Merck also would have the
right to new Astra products after any merger, or could instead
receive between $675 million and $1.5 billion, Astra said.

Savings for Astra

The Swedish company said the transaction will give it cost
savings of $100 million per year by 2000 and will boost earnings
from that year. Whitehouse Station, New Jersey-based Merck will
receive revenue from the venture for at least 10 years based on
Astra's current and future U.S. product sales.

The price was lower than analysts expected. Seven analysts
surveyed this month by Bloomberg News said Astra would likely pay
a total of between $10 billion and $15 billion.

''That would have been very difficult for Astra to digest,''
said Shah. ''With that kind of debt, they would never have found
a partner.''

Astra said June 5 it was in talks to change the Merck
venture.

The announcement, the timing of which was a surprise, came
as Swedish markets were closed for a national holiday. Astra
shares closed down 1.5 kronor in Stockholm yesterday, at 161.5.
American depositary receipts of Astra, the world's 15th-largest
drug company, closed last night at 20 1/2, down 1/8.

Merck closed 1 1/8 higher at 128 7/8 in New York.

Profits for Merck

The U.S. company said it expects the transaction ''to yield
more revenue and income'' than it would have received under the
previous venture. It said Astra has the right to buy out Merck's
future product sales through the venture in 2008, 2012 or 2016,
except for Prilosec and perprazole, another ulcer drug, which
would be extended until 2017.

Astra's chief executive, Haakan Mogren, said three months
ago the company is looking for a merger partner of a similar
size, such as Zeneca Group Plc, Schering-Plough Corp. or Bayer
AG.

Analysts say a U.S. partner is more likely, since Astra
needs to bolster its presence in the U.S., where more than 38
percent of the world's drugs are sold.

The drug industry has seen a wave of consolidation in recent
years as companies seek to maintain profits in the face of cost-
cutting by government and private health insurers.

Astra Merck Inc. was formed in November 1994, when Astra
paid $820 million to reclaim half of the rights to sell its drugs
in the U.S. Merck had acquired those rights for $60 million in
1982, just as Losec was coming to market.

--Sandy Hendry in the Stockholm bureau (46 8) 610 0700, and Dane