Ciba and Chiron close transaction.BASLE, Switzerland and EMERYVILLE, Calif.--(BUSINESS WIRE)-- Jan. 4, 1995--Ciba-Geigy Ltd. and Chiron Corp. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CHIR CHIR Chiricahua National Monument (US National Park Service) ) today said that they had closed the transaction announced Nov. 21, 1994, to form a strategic partnership. The partnership will leverage the companies' complementary strengths to discover, develop, manufacture and market biotechnology and other healthcare products on a global scale. On Nov. 28, 1994, Ciba commenced a tender offer for 11,860,467 shares of Chiron common stock at US$117 per share. The tender offer expired midnight Tuesday, Jan. 3, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Time. The Depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. for the offer has advised Ciba that, based on a preliminary count, 31,237,023 shares were tendered and not withdrawn prior to the expiration of the offer (including 2,284,723 shares tendered pursuant to notices of guaranteed delivery). Based on this preliminary count (and assuming the valid delivery of all shares tendered by guaranteed delivery), a preliminary estimate of the proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. factor is approximately 37.97%. The final proration factor will be announced after expiration of the five-day business period for delivery of shares tendered pursuant to notices of guaranteed delivery, and shares accepted for payment will be paid for promptly after such announcement. Chiron will have approximately 40 million common shares outstanding, of which Ciba will own approximately 20 million. Chiron common shares will continue to be publicly traded and quoted on NASDAQ. NASDAQ will continue to list Chiron common shares under the symbol CHIR for shares not tendered to Ciba which will continue to trade in the "regular way." Effective Jan. 4, 1995, NASDAQ will temporarily list under the symbol CHIRV, the Chiron common shares that were tendered but not purchased by Ciba. These shares will trade on a "when distributed When distributed When issued. " basis until all such shares to be returned by Ciba are returned to Chiron stockholders. "We are pleased to bring this transaction to a successful conclusion," said Alex Krauer, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Ciba and William Rutter, Chairman of Chiron in a joint statement. "This partnership will allow us to intensify the productive relationship that Ciba and Chiron have long enjoyed and will speed up the introduction of biotechnological medical innovations that are essential in today's global healthcare marketplace. In doing so it will benefit our customers, shareholders, business partners, and employees." The Chairmen also announced that as a result of this partnership the Chiron Board will be increased from eight to 11 members. In addition to Krauer, the two new board members are: Pierre Douaze, worldwide head of Ciba's Pharmaceutical Division and Executive Committee member responsible for the Pharmaceuticals and Self-medication divisions, and Francois L'Eplattenier, Ciba's Executive Committee member responsible for Research & Development. Dr. Rutter will join Ciba's board pending approval during the 1995 Ciba Annual General Meeting. The center for excellence for the biotechnology partnership will be Chiron's existing operations headquartered in Emeryville. BACKGROUND Ciba is a leading worldwide research-based biological and chemical group dedicated to satisfying needs in healthcare, agriculture and industry. Its 1993 sales totaled Sfr.22,647 million (US$15,302 million) and the company operates in more than 190 countries. In 1993 the company spent a total of Sfr.2,202 million on research and development. Ciba's Pharmaceuticals Division, with 1993 global sales of Sfr.6,599 million (US$4,459 million), researches and develops therapies and medicines to cure or treat unmet medical needs. Chiron Corp. has been headquartered in Emeryville since its founding in 1981. It has a history as a research leader and currently has more products in clinical trials than any other biotechnology company. Chiron is building a biotechnology healthcare business that addresses needs in several markets: diagnostics, including immunodiagnostics and bDNA probe assays, vaccines focusing on adult and pediatric pediatric /pe·di·at·ric/ (pe?de-at´rik) pertaining to the health of children. pe·di·at·ric adj. Of or relating to pediatrics. infectious diseases infectious diseases: see communicable diseases. ; therapeutics with an emphasis on oncology, endocrinology endocrinology Medical discipline dealing with regulation of body functions by hormones and other biochemicals and treatment of endocrine system imbalances. In 1841 Friedrich Gustav Henle first recognized “ductless glands,” which secrete products directly into and serious infections and other diseases requiring critical care; and ophthalmic ophthalmic /oph·thal·mic/ (of-thal´mik) ocular (1). oph·thal·mic adj. Of or relating to the eye; ocular. Ophthalmic Pertaining to the eye. products for the surgical correction of vision. CONTACT: FOR CIBA MEDIA OUTSIDE THE US: Kal Romot, tel: +41 61 696 4444 IN THE US: Mark Ryan For the Irish author and nationalist see Dr. Mark F. Ryan. Mark Ryan (born 7 June 1956) is a British actor. Mark Ryan is a multi-talented performer, combining his acting, singing, writing, and action direction talents and has enjoyed a successful , tel: +1 914 479 4050 INVESTMENT COMMUNITY OUTSIDE THE US: Andre Haegi, tel: +41 61 697 7507 IN THE US: Joe Schepers, tel: +1 914 479 4121 FOR CHIRON MEDIA AND INVESTMENT COMMUNITY Larry Kurtz Tel: +1 510 601 2476 |
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