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GENETICS INSTITUTE SHAREHOLDERS VOTE TO APPROVE MERGER WITH AMERICAN HOME PRODUCTS

 GENETICS INSTITUTE SHAREHOLDERS VOTE TO APPROVE
 MERGER WITH AMERICAN HOME PRODUCTS
 CAMBRIDGE, Mass., Jan. 16 /PRNewswire/ -- Shareholders of Genetics Institute, Inc. (NASDAQ: GENI) today approved the previously announced acquisition by American Home Products Corporation (NYSE: AHP) of 60 percent of Genetics Institute stock through a merger transaction. The transaction was approved at a Special Meeting of Stockholders. Holders of 97 percent of the shares represented at the meeting voted in favor of the proposal. The merger is expected to be effective at close of business today.
 Under the terms of the agreement, American Home Products will acquire from the public shareholders 40 percent of the outstanding common stock of Genetics Institute for $50 per share in cash. American Home Products will also purchase approximately 9.5 million newly issued shares of common stock from Genetics Institute for approximately $300 million. After the transaction, American Home Products will have acquired approximately 60 percent of Genetics Institute's outstanding shares for an aggregate sum of approximately $666 million.
 The agreement provides that Genetics Institute's shareholders will receive, for each share of common stock currently held, $20 in cash and six-tenths of one share of new common stock, which will be evidenced by depositary receipts. Trading in depositary receipts will commence tomorrow on the NASDAQ National Market System under the trading symbol GENIZ.
 American Home Products will have the option to purchase all, but not less than all, of the shares of the new common stock at any time over a five-year period ending Dec. 31, 1996, at an option price which will escalate from $50 to $85 per share, or approximately $1.84 per share per quarter.
 Genetics Institute is a leading biopharmaceutical firm engaged in the discovery and development of human pharmaceuticals through recombinant DNA and other technologies. The company has a diversified portfolio of licensed and proprietary pharmaceutical products.
 American Home Products Corporation is a worldwide manufacturer and marketer of prescription drugs, medical supplies and diagnostics, over-the-counter medicines and food products. Its Wyeth-Ayerst division is a major research-oriented pharmaceutical company with leading products in the areas of female health care, cardiovascular therapies, central nervous system drugs, anti-inflammatory agents, vaccines and infant nutritionals.
 -0- 1/16/92 R
 /CONTACT: Melinda Lindquist of Genetics Institute, 617-876-1170, or John J. Skule of American Home Products, 212-878-5015/
 (GENI AHP) CO: Genetics Institute, Inc.; American Home Products Corporation ST: Massachusetts, New York IN: MTC SU: TNM


TM -- NE007R -- 0498 01/16/92 12:03 EST
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Publication:PR Newswire
Date:Jan 16, 1992
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