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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)
August 17, 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 5. Other Events
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a. On August 18th, the Company announced a cash offer of 240 pence per share
for Fisons plc. The Company's press release is attached as Exhibit I and is
incorporated herin by reference. The offer is not being made directly or
indirectly in the United States.
b. The Company entered into certain loan facility agreements, effective
August 17th, with Banque Nationale de Paris, Credit Lyonnais and Societe
Generale. The loan facility arrangements, which aggregate $4.3 billion,
suspend certain other line of credit agreements previously in place with the
respective banks. The new facilities have a maturity of seven months and any
related drawings would bear interest at PIBOR and/or LIBOR plus a margin.
These arrangements would be used, in part, to finance the offer referred to
above.
Item 7. Exhibits
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(c) Exhibit 20 - Rhone-Poulenc Rorer press release dated August 18, 1995.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RHONE-POULENC RORER INC.
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(registrant)
Dated: September 1, 1995 By: /s/ Thomas F. Crawford
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Thomas F. Crawford
Vice President and
Corporate Controller
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EXHIBIT INDEX
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(20) Rhone-Poulenc Rorer press release dated August 18, 1995.
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For Immediate Release
page 1 of 2 Becoming the Beast
18 August, 1995
Rhone-Poulenc Rorer announces cash offer for Fisons
Rhone-Poulenc Rorer Inc. ("RPR") (NYSE: RPR) today announced a cash offer of
240 pence per share for Fisons plc. The offer, which values Fisons at 1.7
billion Pounds Sterling (US$ 2.6 billion), represents a premium of 24 per
cent. above the closing market price on 17 August, 1995 on the London Stock
Exchange.
Commenting on the offer, Michel de Rosen, President and Chief Executive
Officer of Rhone-Poulenc Rorer said:
"The combination of Fisons' pharmaceutical business with RPR would create the
fourth largest company worldwide in asthma/allergy medicine which is one of
our selected therapeutic fields. RPR already has an established presence and
a promising pipeline of innovative products in the US$ 9.3 billion asthma/
allergy sector which is growing faster than the overall pharmaceutical market.
The combination of RPR and Fisons would benefit shareholders of both
companies. We believe that the offer represents a significant opportunity
for Fisons shareholders to realise full value today for their investment in a
company with a very uncertain future. Fisons' strategy as an independent
marketing entity with no research capability will not produce sustainable
growth. For RPR shareholders the combination would increase our competitive
mass through a more comprehensive product portfolio in asthma/allergy an
improved geographic presence. The acquisition is expected to add to RPR's
earnings by 1997. We have already had a number of meetings with Fisons and
we will continue to seek a recommendation from their board."
Fisons, headquartered in the United Kingdom, reported 1994 revenues of 1.3
billion Pounds Sterling (US$ 1.9 billion), and profits before taxation and
exceptional items of 54.2 million Pounds Sterling (US$ 82.9 million).
Pharmaceutical sales represented 476 million Pounds Sterling (US$ 730
million) of total 1994 sales. In early 1995, Fisons announced its decision
to divest its remaining non-pharmaceutical operations.
Asthma/allergy products (334 million Pounds Sterling/US$ 511 million)
represent the major part of Fisons' pharmaceutical sales, with established
but mature positions in the United States, Europe and Japan. The company has
also developed innovative inhalation delivery technologies.
Relations Publiques
20, Av. Raymond Aron
92165 ANTONY Cedex
Paris, France
Tel. (33) 1 40 91 65 46
Fax (33) 1 40 91 73 60
Public Affairs
500 Arcola Road
Collegeville, PA 19426-0107 U.S.A.
Tel. (1) 610-454-3872 Fax (1) 454-3813
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page 2 of 2
In 1995, the company divested the major part of its research operations for
202 million Pounds Sterling while retaining its development capacity in the
respiratory area. RPR believes this divestment significantly weakened
Fisons' ability to survive as an independent entity in the current
pharmaceutical environment.
RPR is a global pharmaceutical company dedicated to research, development,
manufacturing and commercialization of ethical pharmaceutical products. For
the year ended 31 December, 1994, the company reported revenues of US$ 4.5
billion and invested over US$ 600 million in R&D.
In the field of respiratory diseases, RPR reported US$ 433 million sales in
1994, and through its anti-inflammatory products, Azmacort and Nasacort, has
a strong and fast-growing position in the US market. A new anti-allergy
compound, Kestine, is in registration in Europe and in Phase III trials in
the United States. Two other asthma products, a PDE IV inhibitor and an
airway selective steroid, are under development.
"The acquisition of Fisons would provide RPR with a strong global position
for the further development of its asthma/allergy business" said Michel de
Rosen. "The combined businesses would have:
- a more comprehensive range of complementary products
- a strong position in major geographic areas
- innovative inhalation delivery technologies reinforcing the potential of
our current and future products
- a strong R&D capacity well adapted to the future needs of the asthma/
allergy sector".
Press inquiries: Lucas van Praag Tel +44 - (171) 404 5959
Guy Esnouf Tel +44 - (171) 404 5959
Analyst inquiries: Arvind Sood Tel +1 - (610) 454 3851
The 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
sent or distributed in or into these countries.
