Chiron Announces Merger Agreement with Novartis; Novartis to Acquire Outstanding 58 Percent of Chiron Shares for $45.00 Per Shar
31 Oktober 2005 - 11:02AM
Business Wire
Chiron Corporation (NASDAQ:CHIR) today announced that it has
entered into a definitive merger agreement with Novartis under
which Novartis will acquire all of the shares of Chiron that it
does not currently own. Novartis will acquire approximately 113
million Chiron shares, or 58 percent of all Chiron shares, for
$45.00 per Chiron share, or a total of approximately $5.1 billion,
in cash. "Chiron has recently made tremendous strides, including
returning to the U.S. influenza vaccine market, building a
compelling oncology pipeline and extending our growth in the Blood
Testing business. We can all be rightfully proud of these
achievements," said Howard Pien, chief executive officer of Chiron.
"Chiron's non-Novartis directors have unanimously determined that
this transaction with Novartis is in the best interests of Chiron's
shareholders. We believe that Chiron's businesses will have
significant growth opportunities as part of Novartis, which will
enable us to continue to bring innovative products to patients."
Chiron's global Vaccines business, the fifth largest in the world
and one of the largest suppliers of influenza vaccines, provides
Novartis with entry into an increasingly attractive segment of the
healthcare market and a promising source of growth. Chiron's Blood
Testing business adds a high-value profit driver to Novartis and
may offer a potential platform for future developments in molecular
diagnostics. Chiron's BioPharmaceuticals business, which includes a
portfolio of marketed products for cancer and infectious diseases
as well as promising oncology research and development programs,
will strengthen Novartis' specialty pharmaceutical portfolio and
oncology pipeline. The merger agreement is subject to the approval
of the majority of Chiron's shareholders (other than Novartis),
U.S. and European regulatory approvals and other customary closing
conditions. It is expected to be completed in the first half of
2006. "Over the course of Chiron's 24-year history as an
independent company, the work of Chiron scientists and the products
developed, manufactured and marketed by Chiron have improved
millions of lives worldwide," said Mr. Pien. "We have made these
great strides because of our commitment to protecting people
through innovative science. This sense of mission will continue to
motivate employees in the future." 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. This news
release contains forward-looking statements that involve risks and
uncertainties and are subject to change. In particular, there can
be no guarantee that the transaction contemplated by the merger
agreement will be consummated. A discussion of the company's
operations and financial condition, including factors that may
affect its business and future prospects that could cause actual
results and developments to differ materially from those expressed
or implied by any forward-looking statements, is contained in
documents the company has filed with the SEC, including the Form
10-K for the year ended December 31, 2004, and the Form 10-Q for
the quarter ended June 30, 2005, and will be contained in all
subsequent periodic filings made with the SEC. These documents
identify important factors that could cause the company's actual
performance to differ from current expectations. Chiron does not
undertake an obligation to update the forward-looking information
the company is giving today. RULE 14a-12 LEGEND Participants in
Solicitation Chiron Corporation and Novartis AG and their
respective directors and officers may be deemed to be participants
in the solicitation of proxies from Chiron shareholders in
connection with the merger. Information about the directors and
executive officers of Chiron and their ownership of Chiron's stock
is set forth in the proxy statement for Chiron's 2005 Annual
Meeting of Shareholders. Investors can obtain more information when
the Schedule 13e-3 and the proxy statement become available.
Investors should read the Schedule 13e-3 and proxy statement
carefully when they become available before making any voting
decision.
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