EXHIBIT (a)(7)
[PathoGenesis Logo] NEWS RELEASE
PATHOGENESIS CORPORATION
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* 201 ELLIOTT AVENUE WEST, SEATTLE, WASHINGTON 98119 * (206)467-8100 *
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FOR IMMEDIATE RELEASE
Contacts:
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Vincent Barella Maryellen Thielen
Chiron Corporation PathoGenesis Corporation
(510) 923-2138 (847) 583-5424
CHIRON AND PATHOGENESIS ANNOUNCE EARLY TERMINATION
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OF HART-SCOTT-RODINO WAITING PERIOD AND COMPLETION
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OF REGULATORY FILINGS FOR PATHOGENESIS ACQUISITION
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EMERYVILLE, CA, and SEATTLE, WA, Aug. 31, 2000 - Chiron Corporation
(Nasdaq: CHIR) and PathoGenesis Corporation (Nasdaq: PGNS) today announced the
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with regard to the pending acquisition by Chiron of
PathoGenesis Corporation. In addition, Chiron and PathoGenesis have concluded
that no other regulatory filings or approvals are required in order to close the
transaction.
As previously announced, Chiron and PathoGenesis have entered into a
merger agreement, pursuant to which a wholly owned subsidiary of Chiron, Picard
Acquisition Corp., commenced on August 21, 2000 an all-cash tender offer for all
of PathoGenesis' outstanding common stock at a price of $38.50 per share. The
tender offer and withdrawal rights are scheduled to expire at 12:00 midnight,
New York City time, on Monday, September 18, 2000, unless extended. The tender
offer may be extended on the terms and conditions stated in the Offer to
Purchase, dated August 21, 2000, which is available from MacKenzie Partners,
Inc., the Information Agent for the tender offer (toll-free 800-322-2885), or
from the Securities and Exchange Commission's web site at www.sec.gov. Any
extension of the tender offer will be followed as promptly as practicable by a
public announcement, which will be issued no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled expiration date.
Donaldson, Lufkin & Jenrette Securities Corporation is dealer manager for the
tender offer.
ABOUT CHIRON
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Chiron Corporation, headquartered in Emeryville, California, is a leading
biotechnology company that participates in three global healthcare markets:
biopharmaceuticals, vaccines and blood testing. The company is applying a broad
and integrated scientific approach to the development of innovative products for
preventing and treating cancer, infection and cardiovascular disease. This
approach is supported by research strengths in recombinant proteins, genomics,
small molecules, gene therapy and vaccines.
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ABOUT PATHOGENESIS
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Seattle-based PathoGenesis Corporation develops and commercializes drugs
to treat chronic infectious diseases - particularly serious lung infections,
including those common in cystic fibrosis, bronchiectasis and ventilator
patients. The company's first drug, TOBI(R) (tobramycin solution for
inhalation), is approved for the management of cystic fibrosis patients with
PSEUDOMONAS AERUGINOSA lung infections. PathoGenesis' stock is traded on the
Nasdaq National Market System under the symbol PGNS. The company's Web site is
located at www.pathogenesis.com.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. A FULL DISCUSSION OF EACH COMPANY'S OPERATIONS AND FINANCIAL
CONDITION, INCLUDING FACTORS THAT MAY AFFECT ITS BUSINESS AND FUTURE PROSPECTS,
IS CONTAINED IN DOCUMENTS THE COMPANY FILES WITH THE SEC, SUCH AS FORM 10-Q AND
FORM 10-K. THESE DOCUMENTS IDENTIFY IMPORTANT FACTORS THAT COULD CAUSE THE
COMPANY'S ACTUAL PERFORMANCE TO DIFFER FROM CURRENT EXPECTATIONS, INCLUDING THE
OUTCOME OF CLINICAL TRIALS, REGULATORY REVIEW, MANUFACTURING CAPABILITIES AND
MARKETING.
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