NEWS RELEASE
[PATHOGENESIS CORPORATION LOGO]
201 ELLIOTT AVENUE WEST, SEATTLE, WASHINGTON 98119 (206) 467-8100
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
Investor Media Contacts:
Contacts:
------------------ ----------------------------------
Joyce Lonergan Shelley Schneiderman
Chiron Chiron
(510) 923-3030 (510) 923-6905
Alan Meyer Maryellen Thielen Susan Callahan
PathoGenesis PathoGenesis KNCB Dave
(206) 270-3328 (847) 583-5424 (206) 794-4706
CHIRON TO ACQUIRE PATHOGENESIS
FOR $38.50 PER SHARE
EMERYVILLE, CA and SEATTLE, WA, Aug. 14, 2000 - Chiron Corporation
(NASDAQ: CHIR) and PathoGenesis Corporation (NASDAQ: PGNS) today
announced that the two companies have entered into a definitive agreement
for Chiron to acquire PathoGenesis for about $700 million.
Under the terms of the agreement, a subsidiary of Chiron will make an
all-cash tender offer for all the outstanding shares of PathoGenesis common
stock, at a price of $38.50 per share. The tender offer is expected to
close in the third or fourth quarter of this year, and is subject to the
valid tender of at least a majority of the outstanding PathoGenesis shares,
on a fully diluted basis, and to customary government filings and other
customary conditions. The boards of directors of both companies have
unanimously approved the transaction.
"We believe this transaction is strongly beneficial for each of our
shareholder groups," said Sean P. Lance, chairman and chief executive
officer of Chiron. "It will create an integrated company that will emerge
as a global innovator in the treatment and prevention of infectious
diseases. We look forward to a smooth integration by year-end."
"Since June, we have conducted an evaluation of strategic options to
enhance shareholder value," said Wilbur H. Gantz, chairman and chief
executive officer of PathoGenesis. "We are very pleased with this
transaction, which provides a significant premium for our shareholders, and
we believe our shareholders will be pleased as well."
Donaldson, Lufkin and Jenrette is acting as Chiron's financial
advisor. Goldman, Sachs & Co. is representing PathoGenesis.
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PATHOGENESIS CORP.
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ABOUT CHIRON
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.
ABOUT PATHOGENESIS
Seattle-based PathoGenesis Corp. 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 [REGISTERED TRADEMARK](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.
Note: This news release contains forward-looking statements that
involve risks and uncertainties. A full discussion of the company's
operations and financial condition, including factors that may affect its
business and future prospects, is contained in documents that the company
files with the SEC, such as Form 10-Q and 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 effectiveness.
PathoGenesis shareholders are advised to read the tender offer
statement regarding the acquisition of PathoGenesis referenced in this news
release, which will be filed by Chiron and Picard Acquisition Corp. with
the U.S. Securities and Exchange Commission, and the related
solicitation/recommendation statement which will be filed by PathoGenesis
with the Commission. The tender offer statement (including an offer to
purchase, letter of transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information
which should be read carefully before any decision is made with respect to
this offer. These documents will be made available to all shareholders of
PathoGenesis at no expense to them. These documents also will be available
at no charge at the SEC's Web site, www.sec.gov. This presentation is
neither an offer to purchase nor a solicitation of an offer to sell
securities of PathoGenesis. The tender offer will be made solely by an
offer to purchase and related letter of transmittal to be disseminated upon
the commencement of the tender offer.
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