Chiron Announces Amended Merger Agreement with Novartis; Novartis to Acquire All Outstanding Chiron Shares for $48.00 Per Share in Cash.EMERYVILLE, Calif. -- Chiron Corporation Chiron Corporation was a multinational biotechnology firm based in Emeryville, California that was acquired by Novartis International AG on April 20 2006. It had offices and facilities in eighteen countries on five continents. (Nasdaq:CHIR CHIR Chiricahua National Monument (US National Park Service) ) today announced that it has entered into an amendment to its previously announced merger agreement with Novartis providing for Novartis to increase to $48.00 per Chiron share the price it will pay for the approximately 56 percent of Chiron shares that Novartis does not already own. The amended merger agreement has been unanimously approved by Chiron's non-Novartis directors. The merger will now require a majority of outstanding shares as of the record date to be voted in favor of the transaction. Both CAM North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. and ValueAct Capital have informed Chiron and Novartis that they and their affiliated entities intend to vote in favor of the transaction, subject to the fiduciary and legal obligations applicable to them. Chiron today also announced that it has reached an agreement in principle to settle all claims in the previously reported stockholder actions challenging the proposed transaction with Novartis. The proposed settlement is subject to court approval following notice to the class and a hearing. Chiron will promptly send updated proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other to shareholders and plans to convene the special shareholders meeting as scheduled on April 12, 2006, and to immediately adjourn adjourn v. the final closing of a meeting, such as a convention, a meeting of the board of directors, or any official gathering. It should not be confused with a recess, meaning the meeting will break and then continue at a later time. (See: recess, session) the meeting and then reconvene reconvene Verb to gather together again after an interval: we reconvene tomorrow Verb 1. reconvene - meet again; "The bill will be considered when the Legislature reconvenes next Fall" on April 19, 2006. As all necessary regulatory approvals were previously received, Chiron expects the merger to close promptly after the stockholder vote on April 19, 2006. About Chiron Chiron delivers innovative and valuable products to protect human health by advancing pioneering science across the landscape of biotechnology. The company works to deliver on the limitless promise of science and make a positive difference in people's lives. For more information about Chiron, please visit www.chiron.com. |
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