Annual Report 2003 - Nobel Biocare Corporate

NOBEL BIOCARE ANNUAL REPORT 200331The sale of shares issued, in orderto purchase minority shares in NobelBiocare AB during the compulsoryredemption process, contributed EUR20.2 million to the net cash position.This cash balance is restricted until abank guarantee is issued following aruling in the first quarter of 2004.Shareholders’ equity per averageshare increased to EUR 11.22(31/12/2002: EUR 8.47*).* Average number of Nobel Biocare HoldingAG/Nobel Biocare AB sharesMiscellaneousIn December 2003, Nobel Biocaresettled its patent litigation against VPIntellectual Properties with a onetimeworldwide settlement amounton satisfactory terms. In the Sulzer/Centerpulse/Zimmer patent arbitration,the final infringement hearingwas held on 12–13 January 2004.On 3 March 2004, Nobel Biocarereceived a positive ruling on thearbitration in the US of a patent concerninginternal connections. Thearbiters ruled that none of NobelBiocare’s products with an internalconnection infringes the patent ownedby Zimmer, Inc. (formerly CenterpulseDental).In previous decisions the arbitersruled that Nobel Biocare may not,for contractual reasons, challenge thevalidity of the patent, however, haddecided that the Brånemark SystemStargrip implant does not infringethe patent. The final hearing of thearbitration was limited to determineif the Replace Select implant infringesthe patent, which the panelnow has ruled it does not. The rulingof the arbiters is final and binding.The only remaining decision fromthe panel will be relating to the legalfees to be awarded to Nobel Biocare.The minority interest representsthe outstanding shares (1.1 percent)on 31 December 2003 in NobelBiocare AB (publ.), which had notbeen exchanged for Nobel BiocareHolding AG shares. Minority interesthas been recorded in the incomestatement and on the balance sheet.In order to initiate a compulsoryredemption process for the remainingshares in Nobel Biocare AB, NobelBiocare Holding AG transferred allits shares in Nobel Biocare AB inJanuary 2003 to a wholly-ownedSwedish subsidiary; Nobel BiocareSverige AB. The compulsory purchaseprocess was initiated on 16 January2003. In accordance with the SwedishCompanies Act, Nobel BiocareSverige AB has requested that thequestion of redemption and the pricethat is to be paid for the minorityshares shall be referred to arbitration.The arbitration proceedings relatingto the compulsory purchase of sharesin Nobel Biocare AB began in August2003. The parent company submittedits first offer and a request for immediatepossession against security. Thetrustee representing the minorityshareholders submitted his responseat the beginning of October. Theresponse did not contain a specifiedmonetary claim. Further briefs werefiled during the fourth quarter of2003.On 27 January 2004, the arbitrationpanel issued a ruling in favor ofNobel Biocare to have immediateownership of the minority sharesagainst a bank guarantee amountingto EUR 20.2 million, which will beissued in the first quarter of 2004.Arbitration will continue and, unlessthe parties can agree on an amicablesolution, it is expected to take anadditional 1–2 years before the finalpurchase price is decided upon by thearbitration panel.Cash in percent of Assets25201510507.716.228.92001 2002 2003Shareholders’ Equity in percentof Assets10080604020063.265.674.92001 2002 2003