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)
October 5, 1995
- --------------------------------------------------------------------
Rhone-Poulenc Rorer Inc.
- --------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 1-5851 23-1699163
- --------------------------------------------------------------------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
500 Arcola Road, Collegeville, PA 19426
- --------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610)454-8000
-------------
- --------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
------------
As discussed in the attached press releases, on October 5, 1995,
Rhone-Poulenc Rorer Inc. announced its final offer of 265 pence
per share for the U.K. pharmaceutical company Fisons plc (the
"Final Offer"). The Company also announced that in connection
with the Final Offer, its wholly owned subsidiary RPR
Acquisition Corp. made certain purchases of issued ordinary
shares of Fisons in open market transactions. As of October 13,
1995, over 144 million shares, representing just under 20.9% of
Fisons' share capital, had been purchased at a cost exceeding
$600 million.
On October 11, 1995, the Board of Fisons recommended the Final
Offer to its shareholders.
The Final Offer is not being made directly or indirectly in the
United States.
Item 7. Exhibits
--------
(c) Exhibit 20(a) - Rhone-Poulenc Rorer Inc. press release dated
October 5, 1995.
Exhibit 20(b) - Rhone-Poulenc Rorer Inc. press release dated
October 6, 1995.
Exhibit 20(c) - Rhone-Poulenc Rorer Inc. press release dated
October 11, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
RHONE-POULENC RORER INC.
--------------------------------
(registrant)
Dated: October 20, 1995 By: /s/ Thomas F. Crawford
--------------------------------------
Thomas F. Crawford
Vice President and
Corporate Controller
<PAGE>
EXHIBIT INDEX
20(a) Rhone-Poulenc Rorer Inc. press release dated
October 5, 1995.
20(b) Rhone-Poulenc Rorer Inc. press release dated
October 6, 1995.
20(c) Rhone-Poulenc Rorer Inc. press release dated
October 11, 1995.
EXHIBIT 20(a)
(PRESS) Lucas van Praag
(44)171-404-5959
Guy Esnouf
(1) 610-454-5048
(ANALYST) Arvind Sood
(1) 610-454-3851
Rhone-Poulenc Rorer Announces Final Offer* For Fisons
COLLEGEVILLE, PA AND PARIS, FRANCE (October 5, 1995) - Rhone-
Poulenc Rorer Inc. (NYSE:RPR) today announced its final offer
for the U.K. pharmaceutical company Fisons plc of 265 pence per
share.
"As allowed under U.K. takeover rules, we have taken the
opportunity to raise our offer in order to secure control of
Fisons. This final cash offer should be compared with what we
believe are Fisons' poor prospects as an independent company,"
said Michel de Rosen, President and Chief Executive Officer of
Rhone-Poulenc Rorer Inc.
"It is clearer than ever that the key to this transaction is the
value that can be realized only by fully combining the two
companies," continued Mr. de Rosen.
Fisons has a range of non-steroid asthma/allergy products sold
worldwide, but has disposed of its research operation and has no
pipeline of compounds in development. It is developing both non-
CFC metered dose and dry powder inhaler devices for the future.
Rhone-Poulenc Rorer has a promising R & D pipeline of asthma
products which offers the product future Fisons lacks. "Rhone-
Poulenc Rorer has been successful with its steroid-based asthma
and allergy products, which it sells in the United States.
Combined with Fisons, RPR believes it will be in a position to
build a strong global respiratory franchise," said Mr. de Rosen.
Rhone-Poulenc Rorer`s Final Offer values Fisons at 1.8 billion
pounds Sterling (U.S. $2.9 billion). At this price, the
acquisition is expected to add to RPR's earnings by 1997.
<PAGE>
Rhone-Poulenc Rorer Inc. is a global pharmaceutical company
dedicated to the discovery, development, manufacture and
marketing of innovative human pharmaceuticals. The company
reported sales of $4.5 billion in 1994, and invested more than
$600 million in research and development.
####
Notes:
This offer is not being made directly or indirectly in the
United States, Canada, Australia or Japan, and as a consequence,
no offer document will be distributed in or into these
countries.
*The final offer will not be increased, except that Rhone-
Poulenc Rorer has reserved the right to revise the offer if a
competitive situation (such as there being a competing bidder)
arises or if the U.K. takeover panel agrees.
<PAGE>
EXHIBIT 20(b)
FOR IMMEDIATE RELEASE
Becoming The Best
-----------------
October 6, 1995
(Press) Guy Esnouf
610-454-5048
(Analyst) Arvind Sood
610-454-3851
FOR IMMEDIATE RELEASE
Rhone-Poulenc Rorer Announces Open Market Purchases of Fisons
plc Shares
Collegeville, PA and Paris, France (October 6, 1995) - Rhone-
Poulenc Rorer Inc. (NYSE:RPR) today announced that in connection
with its offer for Fisons plc its wholly owned subsidiary Rhone-
Poulenc Rorer acquisition Corporation yesterday purchased in
open market transactions, 114,706,463 ordinary shares of Fisons
(16.6% of the total issued ordinary shares) at its offer price
of 265 pence per share. This represents a total investment of
approximately US $480.3 million. Rhone-Poulenc Rorer Inc.
further announced that it may in the future make certain
additional open market purchases, not to exceed thirty per cent
of Fisons' share capital.
RPR's offer for Fisons is not being made directly or indirectly
in the United States, Canada, Australia or Japan, and as a
consequence, no offer document will be distributed in or into
these countries.
###
<PAGE>
EXHIBIT 20(c)
October 11, 1995
(Press) Lucas van Praag
(44) 171.404.5959
or
Guy Esnouf
(610)454-5048
(Analyst) Arvind Sood
(610) 454-3851
Collegeville, PA and Paris, France -- October 11, 1995 --
Following a meeting with the Chairman and Chief Executive of
Fisons, Rhone-Poulenc Rorer Inc. (NYSE:RPR) is pleased to note
the announcement this morning that the Board of Fisons, fully
supported by its financial advisers, has recommended the Final
Offer of 265p.
Rob Cawthorn, Chairman of Rhone-Poulenc Rorer Inc., said: "We
are delighted that the Board of Fisons has recommended
acceptance of our Final Offer. We believe that the combination
of RPR's respiratory business with Fisons will create a powerful
force in the vitally important therapeutic field of
asthma/allergy. For Rhone-Poulenc Rorer, the transaction is a
major step towards leadership in one of our key therapeutic
areas and will benefit patients, employees and our
shareholders."
The Final Offer closes at 1:00 PM on Friday, October 20, 1995.
Lehman Brothers and Hambro Magan, which are regulated by The
Securities and Futures Authority, are acting for Rhone-Poulenc
Rorer and Rhone-Poulenc Rorer Acquisition Corp. ("the Offeror")
in connection with the Final Offer and no one else and will not
be responsible to anyone other than Rhone-Poulenc Rorer or the
Offeror for providing the protections afforded to customers of
Lehman Brothers or Hambro Magan nor for providing advice in
relation to the Final Offer.
####
Notes:
This Offer is not being made directly or indirectly in the
United States, Canada, Australia or Japan and, as a consequence,
no offer document will be distributed in or into these
countries.
The Offeror reserves the right to revise, increase or extend the
Final Offer in the event of a competitive situation arising or
should the U.K. takeover Panel so agree.
