Chiron (NASDAQ:CHIR)
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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.