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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 20, 1999
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Diatide, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-28434 04-3078258
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(Commission File Number) (I.R.S. Employer Identification No.)
Nine Delta Drive
Londonderry, New Hampshire 03053
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(Address of Principal Executive Offices) (Zip Code)
(603) 437-8970
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On September 20, 1999, Diatide, Inc. (the "Company") and Schering Berlin
Inc., a wholly owned subsidiary of Schering AG, Germany, announced that Schering
Berlin Inc. and its wholly owned subsidiary BXA Acquisition Company have entered
into an agreement to acquire the Company pursuant to a tender offer for all of
the outstanding shares of Common Stock of the Company for a cash payment of
$9.50 per share and the subsequent merger of BXA Acquisition Company into the
Company. A copy of the press release is attached to this Current Report on Form
8-K as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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See Exhibit Index attached hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: September 23, 1999 DIATIDE, INC.
By: /s/ Richard T. Dean
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Richard T. Dean
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated September 20, 1999.
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Exhibit 99.1
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Company Press Release
Schering Berlin Inc. Announces Tender Offer for Diatide, Inc.
MONTVILLE, N.J. and LONDONDERRY, N.H.--(BUSINESS WIRE)--Sept. 20, 1999--
Schering Berlin Inc., a wholly-owned subsidiary of Schering AG, Germany (DAX:
SCHG) and Diatide Inc. (NASDAQ: DITI - news) jointly announced today that
Schering Berlin Inc. and its wholly-owned subsidiary BXA Acquisition Company,
have entered into an agreement to acquire Diatide for a cash payment of $9.50
per share of common stock. The agreement provides for a tender offer for all of
the outstanding shares of common stock of Diatide to be initiated shortly and
for a subsequent merger of BXA into Diatide.
"This acquisition is a key component of our global strategy to widen our
business focus to include radiopharmaceuticals which not only have excellent
market potential but also complement our business interests in Diagnostic
Imaging and Therapeutics," said Dr. Hubertus Erlen, Chairman-Scherling Berlin
Inc. "We're convinced that the combination of Diatide's product portfolio, R&D
pipeline, and expertise in developing radiopharmaceuticals along with the long-
standing scientific expertise of Schering AG, Germany in Diagnostics and
Therapeutics will make a strong contribution to our goal of becoming a leading
global provider of innovative radiopharmaceuticals. By investing in Diatide, we
expect to develop new technologies in this area more quickly than if we expanded
our own internal capabilities."
Diatide, a New Hampshire-based pharmaceutical company, applies its proprietary
technologies in peptide engineering, molecular biology, and radiolabeling
chemistry to the development of disease-specific diagnostic agents and
therapeutics for life-threatening diseases. The company's current pipeline
includes novel imaging products and tumor and vascular therapeutics. Diatide
launched its first product, AcuTect(tm), in 1998 for imaging for acute deep vein
thrombosis in the lower extremities. The Food and Drug Administration (FDA)
approved Diatide' second product, NeoTect(tm), for imaging of lung cancer on
August 3, 1999. Diatide is exploring a line of therapeutics, primarily for
cancer treatment, called Theratides. These consist of targeting peptides that
are similar to those used in Diatide's imaging products; however, Theratides are
labeled with a therapeutic beta-emitting radioisotope.
Dr. Richard T. Dean, Diatide President and CEO said, "With its global resources
and extensive experience in diagnostics and therapeutics, the Schering AG,
Germany organization is well positioned to take Diatide's technology to the next
level of development. Through this merger, we believe that Diatide is
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gaining the resources and commercialization capabilities that will facilitate
the successful development and positioning of our products. Our Board of
Directors has determined that the tender offer and subsequent merger are in the
best interest of our stockholders."
Scherling Berlin Inc., is the U.S. management holding company for Schering AG,
Germany. In addition to BXA, Schering Berlin Inc. has five research-driven
subsidiaries: Berlex Laboratories, Inc. (pharmaceuticals in the areas of
Diagnostic Imaging, Female Healthcare, and Therapeutics for life-threatening and
chronic, disabling diseases), Medrad Inc. (magnetic resonance injection systems
and vascular injection systems), AgrEvo USA Company (crop production and crop
protection), Berlichem Inc. (pharmaceutical chemicals), and Scherling Berlin
Venture Corporation (equity investments in leading-edge technologies). Schering
Berlin Inc. is located in Montville, New Jersey.
Warburg Dillon Read acted as financial advisor to Schering Berlin Inc., and CIBC
World Markets Corp. acted as financial advisor to Diatide
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Contact:
Wendy K. Neininger
973-276-2043
