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SCIOS INC. AND NOVA PHARMACEUTICAL CORPORATION RECEIVE STOCKHOLDER APPROVALS TO MERGE THE TWO COMPANIES

 SCIOS INC. AND NOVA PHARMACEUTICAL CORPORATION RECEIVE
 STOCKHOLDER APPROVALS TO MERGE THE TWO COMPANIES
 MOUNTAIN VIEW, Calif., Sept. 3 /PRNewswire/ -- Scios Inc. (NASDAQ: SCIO) and Nova Pharmaceutical Corporation (NASDAQ: NOVX), Baltimore, Md., announced today that the stockholders of each company have approved the merger of the two companies. The name of the combined company will be Scios Nova Inc., with headquarters in Mountain View, Calif. Scios Nova will also maintain a research and development facility in Baltimore.
 At the Scios Special Meeting of Stockholders held today in Mountain View, Scios stockholders approved by more than a majority of the outstanding shares the proposed merger of the two companies. Scios stockholders also voted in favor of a proposal containing the amendments to the Scios Certificate of Incorporation and Bylaws. A proposal to create a classified board was defeated.
 Earlier today, Nova stockholders approved the merger with Scios at the Nova Special Meeting of Stockholders held in Baltimore.
 Under the merger agreement, holders of Nova common stock will receive the equivalent of 0.39 shares of Scios for each of their Nova shares. Effective Friday, Sept. 4, 1992, the common stock of Scios Nova Inc. will trade on the NASDAQ National Market System under the symbol "SCIO". In connection with the merger, approximately 12.5 million new shares of common stock will be issued, increasing the total outstanding shares in Scios Nova to approximately 31 million.
 Nova's publicly traded Class C and Class D warrants will also be exchanged for equivalent warrants in Scios Nova which will trade under the symbols SCIOW and SCIOZ, respectively.
 "The merger of Scios and Nova creates a biopharmaceutical company with enhanced potential for commercial success," commented Richard L. Casey, president and chief executive officer of Scios Inc. "Our broad drug development pipeline targets cardiovascular disease, inflammation, metabolic disorders, and tissue repair." Scios Nova's portfolio of products in development includes five key products in various stages of human clinical testing as well as several products in preclinical evaluation.
 Casey added, "The synergy of our drug discovery and development technologies will drive commercialization of our therapeutic products as well as provide the company with more avenues of opportunity in the future."
 The integration of the organization will occur over the next several weeks. Following a workforce reduction of approximately 20 percent, the combined company will have approximately 300 full-time employees. In addition, Scios Nova will also maintain a field sales force of 71 employees currently marketing the psychiatric products acquired from SmithKline Beecham.
 The Scios Nova executive management team reporting to President and Chief Executive Officer Richard L. Casey includes Martin Eisman, Ph.D., vice president commercial operations; Elliott Grossbard, M.D., vice president of medical regulatory affairs; John Lewicki, Ph.D., vice president and director of research; John Longenecker, Ph.D., vice president and director of development; John Newman, vice president of legal affairs, general counsel and secretary; Larry Steranka, Ph.D., vice president of research and development-Baltimore operations; and Virginia Walker, vice president of finance and administration. Dr. Eisman and Dr. Steranka are based at Scios Nova's Baltimore operations.
 The company's board of directors consists of five members from Scios and three from Nova. John W. Culligan is chairman of the Scios Nova board of directors and Dr. Hans Mueller, former president and chief executive officer of Nova, is vice chairman. The Scios Nova board of directors also includes Richard L. Casey, Myron Du Bain, Steven Goldby and Robert W. Schrier, M.D., formerly of Scios' board of directors, and Donald E. O'Neill and Solomon Snyder, M.D., formerly of Nova's board of directors. The Nova board of directors will cease functioning as required by the merger agreement.
 "I wish to thank the Nova board of directors for their contributions to the company over the years, and particularly during this period of transition," said Dr. Mueller, Nova president and chief executive officer. "On behalf of the board I also wish to thank the Nova stockholders for their confidence and support, as evidenced by the overwhelming vote in favor of the merger. We strongly believe that the combination of Scios and Nova will increase our potential for success and significantly enhance shareholder value."
 Scios Nova will have approximately $150 million in cash and marketable securities. For financial reporting purposes, the merger will be recorded using the purchase method. This will result in a one- time, non-cash charge against 1992 income currently estimated at $84.3 million.
 The common stock and warrants of Nova will cease trading on the NASDAQ National Market System at the close of trading Thursday, Sept. 3. Nova stock and warrantholders will soon receive in the mail a packet of materials explaining the procedure for exchanging their securities from the First National Bank of Boston.
 -0- 9/3/92
 /CONTACT: Virginia Walker of Scios, 415-940-6634 or 415-940-6631; Kira Bacon of Nova, 410-558-9465; or Lynne Brum of Feinstein Partners, 617-577-8110 for Scios/
 (SCIO NOVX SCIOW SCIOZ) CO: Scios, Inc., Nova Pharmaceuticals ST: California, Maryland IN: CPR SU: TNM


CH -- NE010 -- 6503 09/03/92 14:31 EDT
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Date:Sep 3, 1992
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