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CENTOCOR, INC. AND TOCOR II, INC. ANNOUNCE PUBLIC OFFERING OF 2,250,000 UNITS

 CENTOCOR, INC. AND TOCOR II, INC. ANNOUNCE
 PUBLIC OFFERING OF 2,250,000 UNITS
 MALVERN, Pa., Jan. 21 /PRNewswire/ -- Centocor, Inc. (NASDAQ: CNTO) and Tocor II, Inc., a newly formed International Business Company incorporated under the laws of the British Virgin Islands, today announced that Centocor and Tocor have offered to the public 2,250,000 units at $40 per unit, each unit consisting of one callable common share of Tocor II, one Series T warrant to purchase one common share of Centocor at an exercise price of $64.50 and one callable warrant to purchase one common share of Centocor.
 The callable warrants have an exercise price equal to 124 percent of the average of the closing sale prices of the common stock of Centocor for the 20 trading days immediately preceding Jan. 1, 1996, provided that the exercise price will not be less than the closing sale price of the common stock of Centocor on Jan. 28, 1992, the date of the closing of the offering of the units.
 Of the 2,250,000 units offered, 1,750,000 units are being offered in the United States and Canada and 500,000 units are being offered in a concurrent international offering outside the United States and Canada. The offering in the United States and Canada is being managed by PaineWebber Incorporated, The First Boston Corporation, Hambrecht & Quist Incorporated and J.P. Morgan Securities Inc. The international offering is being managed by PaineWebber International, Credit Suisse First Boston Limited, Hambrecht & Quist Incorporated and J.P. Morgan Securities Ltd. Centocor and Tocor have granted the U.S. Underwriters an option to purchase up to 337,500 additional units to cover over allotments.
 The units will trade on the NASDAQ National Market System under the symbol TOCRZ.
 Tocor II will receive all of the net proceeds from the offering. These funds will be used by Tocor II to engage Centocor to conduct research and development relating to small peptide molecule products for the treatment of human disease. Centocor will have an option, through Dec. 31, 1995, to acquire all of the callable common stock of Tocor II at specified prices. If the purchase option is exercised, the callable warrants will terminate and will not become exercisable.
 Centocor, a human health care company founded in 1979, develops, manufactures and markets innovative products for human health care utilizing monoclonal antibody technology.
 A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has become effective. The offering is made only by means of a prospectus. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of those securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 /delval/
 -0- 1/21/92
 /CONTACT: Richard M. Koenig of Centocor, 215-651-6122/
 (CNTO TOCRZ) CO: Centocor, Inc.; Tocor II, Inc. ST: Pennsylvania IN: MTC SU: OFR


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Publication:PR Newswire
Date:Jan 21, 1992
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