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 20, 1995
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Rhone-Poulenc Rorer Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-5851 23-1699163
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
500 Arcola Road, Collegeville, PA 19426
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610)454-8000
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On October 20, 1995, Rhone-Poulenc Rorer Inc. (the "Company")
announced that the tender offer by its wholly-owned subsidiary,
RPR Acquisition Corp., for the issued ordinary shares of the
U.K.-based pharmaceutical company, Fisons plc, had become
unconditional following open market purchases on the London Stock
Exchange of, or receipt of acceptances related to, more than 67%
of such shares. On October 27, 1995, the Company announced that
it beneficially owned in excess of 90% of Fisons' issued ordinary
shares and under the provisions of U.K. corporate law would be in
a position to purchase all remaining outstanding Fisons' shares,
including those held by U.S. holders, at a price of 265 pence per
share, which was the final price paid pursuant to the offer.
Copies of the October 20, 1995 and October 27, 1995 press
releases are attached hereto as Exhibits 20(a) and 20(b),
respectively, and are incorporated herein by reference.
The aggregate purchase price for the issued ordinary share
capital of Fisons is approximately $2.9 billion, of which over
$600 million is being financed under two-month loan arrangements
as follows: $50 million with Chemical Bank, $100 million each
with Banque Francaise du Commerce Exterieur, Credit National and
Royal Bank of Canada, and $280 million with Societe Generale.
The loans bear interest at an annual rate equal to the London
Interbank Offered Rate ("LIBOR") plus ten basis points. The
Company has $4.3 billion additional financing available under
seven-month loan facility agreements established in August 1995
with Banque Nationale de Paris ($1.7 billion), Credit Lyonnais
($1.5 billion) and Societe Generale ($1.1 billion). Drawings
under these facilities bear interest at an annual rate equal to
LIBOR plus 17.5 basis points with respect to Banque Nationale de
Paris and Societe Generale and at LIBOR plus 32.5 basis points
with respect to Credit Lyonnais.
On October 18, 1995, Fisons announced that it had completed the
sale of its Laboratory Supplies Division to Fisher Scientific
International Inc. for $310 million. The previously announced
sale by Fisons of its Scientific Instruments Division to Thermo
Instrument Systems Inc. for approximately $318 million is
pending, subject to regulatory approval. Subject to the
foregoing dispositions, the Company intends to continue to use
the assets of Fisons in its pharmaceutical business.
Item 7. Financial Statements and Exhibits
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(a) Historical Financial Statements of Fisons plc.
It is impracticable to provide the financial statements
required by this Item 7(a) at the time of filing of this
Current Report on Form 8-K. Such financial statements will
be filed under cover of Form 8-K/A as soon as practicable,
but not later than January 5, 1996.
(b) Unaudited Pro Forma Financial Information reflecting RPR's
acquisition of Fisons plc.
It is impracticable to provide the financial statements
required by this Item 7(b) at the time of filing of this
Current Report on Form 8-K. Such financial statements will
be filed under cover of Form 8-K/A as soon as practicable,
but not later than January 5, 1996.
c) Exhibits
Exhibit 20(a) - Rhone-Poulenc Rorer Inc. press release dated
October 20, 1995.
Exhibit 20(b) - Rhone-Poulenc Rorer Inc. press release dated
October 27, 1995.
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SIGNATURES
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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.
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(registrant)
Dated: November 6, 1995 By: /s/ Thomas F. Crawford
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Thomas F. Crawford
Vice President and
Corporate Controller
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EXHIBIT INDEX
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20(a) Rhone-Poulenc Rorer Inc. press release dated
October 20, 1995.
20(b) Rhone-Poulenc Rorer Inc. press release dated
October 27, 1995.
Exhibit 20(a)
October 20, 1995
(Press)
Guy Esnouf (610) 454-5048
(Analyst)
Arvind K. Sood (610) 454-3851
Collegeville, Pa. and Paris, France--October 20, 1995--Rhone-
Poulenc Rorer Inc. (NYSE:RPR) announced today that it had
bought or received acceptances for a total of 67.2% of the
issued ordinary shares of Fisons plc.
As a result, Rhone-Poulenc Rorer has declared that its Final
Offer is now unconditional in all respects, which means that it
is committed to purchasing the shares tendered by Fisons
shareholders. Rhone-Poulenc Rorer also announced that its Final
Offer remains open for acceptances until further notice, which
means that any Fisons shareholders who have not yet accepted
will continue to be able to do so.
"This event is an important milestone for Rhone-Poulenc Rorer,"
said Robert Cawthorn, Chairman of Rhone-Poulenc Rorer. "There
are significant opportunities within the asthma/allergy field.
We believe that the combination of Fisons' franchise with our
asthma and allergy products and pipeline will accelerate our
growth into a leadership position in one of our key therapeutic
areas."
Michel de Rosen, President and Chief Executive Officer of Rhone-
Poulenc Rorer, said, "We are looking forward to welcoming
Fisons' employees into the Rhone-Poulenc Rorer organization and
to starting the integration process. Together the two companies
will be a major force in the rapidly growing asthma/allergy
market. We are delighted to have taken this measure which
represents an important step in RPR's strategy to enhance
shareholder value through innovation and leadership in key
therapeutic areas."
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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.
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 and invested more than $600
million in research and development in 1994.
Exhibit 20(b)
(Press) Guy Esnouf
(1) 610-454-5048
(Analyst) Arvind Sood
(1) 610-454-3851
Rhone-Poulenc Rorer Receives Over 90% of Fisons Shares
COLLEGEVILLE, PA and PARIS, FRANCE (October 27, 1995) --
Rhone-Poulenc Rorer Inc. (NYSE:RPR) announced that it has
either bought or received acceptances for a total of over
90% of Fisons shares.
As a result, Rhone-Poulenc Rorer will now be able to
purchase under United Kingdom corporate law the remaining
Fisons shares, including those held by U.S. shareholders at
a price of 265 pence per share, which is the final price
paid in its U.K. offer.
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.
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