Ciba commences tender offer for $11.9 million shares of Chiron at $117.00 per share.BASEL, Switzerland--(BUSINESS WIRE)--Nov. 28, 1994--CIBA-GEIGY Limited ("Ciba") and Chiron Corp. ("Chiron") announced Monday that Ciba, through a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , has commenced a tender offer (the "Offer") to purchase 11,860,467 shares of common stock, par value $0.01 per share, of Chiron (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) ) together with the associated preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. purchase rights for $117.00 per share, net to the seller in cash. The Offer is conditioned upon, among other things, the tender of 11,860,467 shares, certain regulatory approvals being obtained and the satisfaction of the conditions relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Ciba's agreement to contribute its worldwide Ciba Corning Diagnostics business and its interests in the Biocine Company and Biocine S.p.A., a joint vaccine businesses between Chiron and Ciba, to Chiron in exchange for 6.6 million shares of Chiron common stock (the "Shares Issuance"). The Offer represents the proposed purchase of approximately 37.3% of Chiron's outstanding shares of common stock not currently owned by Ciba. After the consummation of the Offer and the Shares Issuance, Ciba will own just under 50% of the outstanding shares of Chiron common stock. The Offer is being made pursuant to an Investment Agreement and certain other related agreements by which Ciba and Chiron will form a strategic partnership. The board of directors of Chiron has, by unanimous vote of all directors, approved the Offer, the Shares Issuance and the other transactions described in the Investment Agreement and determined that the terms of the Offer, the Shares Issuance and such other transactions, taken together, are fair to, and in the best interest of, Chiron's stockholders and recommends that all Chiron stockholders (other than Ciba) accept the Offer and tender their Shares. Morgan Stanley  To comply with Wikipedia's , the introduction of this article needs a complete rewrite. & Co. Inc., and Robertson Stephens, & Co.,
which acted as financial advisers to Chiron, advised the company's
board of directors that the consideration to be received by the Chiron
stockholders is fair to the stockholders from a financial point of view.The Offer, 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. period and withdrawal rights expire at 12:00 Midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on Friday, Dec. 23, 1994, unless the Offer is extended. The information filed with the Securities and Exchange Commission in connection with Ciba's Offer may be obtained by calling the information agent, D.F. King & Co., Inc., toll free at 800/628-8532. CIBA-GEIGY Limited of Basel, Switzerland is a leading worldwide biological and chemical group with 1993 sales of SFr. 22,647 million ($15,302 million). Ciba's Pharmaceuticals Division with 1993 sales of SFr. 6,599 million ($4,459 million), has branches, joint ventures, scientific offices and agencies in more than 190 countries. CIBA-GEIGY Corp. of Ardsley, N.Y., a wholly owned subsidiary of Ciba, is a leading developer and manufacturer of healthcare and agricultural products and specialty chemicals for industry. Its Ciba Pharmaceuticals Division is dedicated to discovering, developing, manufacturing and marketing innovative pharmaceuticals to satisfy unmet medical needs and improve patients' quality of life. Chiron has been headquartered in Emeryville, Calif., in the San Francisco Bay area “Bay Area” redirects here. For other uses, see Bay Area (disambiguation). The San Francisco Bay Area, colloquially known as the Bay Area or The Bay since its founding in 1981. Chiron is building a healthcare business that addresses needs in several markets: diagnostics, including immunodiagnostics and bDNA probe assays; vaccines, emphasizing 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 and serious infectious and other diseases requiring critical care; and ophthalmic products for the surgical correction of vision. CS First Boston Corp. is acting as dealer manager for the Offer and has acted as financial advisor to Ciba. CONTACT: Ciba
US: David Taylor, 914/479-2108
Basel: Kai Romot, 41-61-696-6580
or
Chiron
Larry Kurtz, 510/601-2476
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