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 18, 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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On October 18, 1995, Rhone-Poulenc Rorer Inc. ("RPR") and Applied
Immune Sciences, Inc. ("AIS"), a Delaware corporation, issued a
joint press release, a copy of which is attached as an exhibit
hereto, announcing that RPR, AIS and GCT Acquisition, Inc.
("GCT"), an indirect wholly-owned subsidiary of RPR, entered
into a definitive agreement and plan of merger (the "Merger
Agreement"). Pursuant to the Merger Agreement, GCT made
a tender offer (the "Offer") to purchase all of the
outstanding shares of common stock, par value $0.01, of AIS not
beneficially owned by RPR or any direct or indirect subsidiary of
RPR (the "Shares"), at a price of $11.75 per Share. Consummation
of the Offer is conditioned upon, among other things, the valid
tender of a majority of the Shares.
As soon as practicable after the completion of the Offer, GCT
will be merged with and into AIS in accordance with the General
Corporation Law of the State of Delaware. Completion of the
merger is subject to the consummation of the Offer and the
absence of any legal prohibitions. Subject to the foregoing,
the transaction is expected to be completed by the end of 1995.
Item 7. Exhibits
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(c) Exhibit 20(a) - Rhone-Poulenc Rorer Inc. and Applied Immune
Sciences, Inc. press release dated October 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: November 2, 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. and Applied Immune
Sciences, Inc. press release dated October 18, 1995.
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FOR IMMEDIATE RELEASE
Becoming the Best
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Jackie Cossmon Bob Pearson
Applied Immune Sciences, Inc. RPR Gencell
(408) 980-5804 (610) 454-3872
Noonan/Russo Communications
(212) 696-4455
Anthony J. Russo, Ph.D., ext. 202
Kathryn Metcalfe, ext. 206
RHONE-POULENC RORER AND APPLIED IMMUNE SCIENCES
ENTER INTO CASH MERGER AGREEMENT AT $11.75 PER SHARE
Santa Clara, CA and Collegeville, PA, USA, October 18,
1995 -- Rhone-Poulenc Rorer Inc. (NYSE:RPR) and Applied
Immune Sciences, Inc. (Nasdaq: AISX) announced today that
they have entered into a definitive agreement and plan of
merger providing for the acquisition by RPR of AIS at a
price of $11.75 per share in cash, or approximately $84.4
million for the approximately 7.2 million AIS shares not
held by RPR. Under the terms of the agreement, RPR through
a wholly owned subsidiary, will make a cash tender offer
for all of AIS' outstanding common stock.
The merger agreement contemplates that, following the
closing of the tender offer, a wholly owned subsidiary of
RPR will merge with AIS, and AIS' remaining stockholders
will receive $11.75 per share in cash. Based in part on
the recommendation of a Special Committee of independent
directors, the Board of Directors of AIS has approved the
merger agreement and has determined that the proposed
transactions are fair to, and in the best interests of, the
Company's stockholders. The AIS Board and the Special
Committee respectively, have received opinions from Lehman
Brothers Inc. and Furman Selz Incorporated, respectively,
that the cash consideration to be offered in the proposed
transactions is fair, from a financial point of view, to
AIS' public stockholders. It is anticipated that the
preferred stock purchase rights under AIS' stockholder
rights plan will be redeemed at $.01 per right immediately
prior to consummation of the tender offer.
Consummation of the tender offer is subject to the
condition that a majority of the AIS shares not held by RPR
have been validly tendered and not withdrawn, and certain
other conditions. Completion of the merger is subject only
to the closing of the tender offer, stockholder approval,
if required, and no legal prohibition being applicable.
The transaction is expected to be completed by the end of
1995.
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"The transaction should significantly enhance AIS'
ability to continue the development and commercialization
of its products while offering our shareholders an
attractive premium for their shares," stated Thomas B.
Okarma, M.D., Ph.D., Chairman, Chief Executive Officer and
Chief Scientific Officer of Applied Immune Sciences.
AIS is a leader in cell therapy, which uses living
cell infusions to achieve a therapeutic effect in a variety
of diseases. At the heart of AIS' technology is a patented
device, the AIS CELLector(r), that isolates specific
populations of a patient's cells from blood or bone marrow
or tissue samples. The cells may then be activated and
numerically expanded prior to reinfusion into the patient,
where they exert their therapeutic effects.
AIS currently has six products in clinical trials,
including two in Phase 3. AIS also recently received FDA
approval to begin a Phase 1 trial in ex vivo gene therapy
using Avectin(tm), a non-viral gene transfer system, for
interleukin-2 (IL-2) gene transfer in breast cancer
patients. In addition to ex vivo gene therapy, AIS' core
competencies include cell separation and expansion
technologies and vector research.
RPR currently owns approximately 46% of AIS'
outstanding common stock which was acquired by RPR from
1993 to date pursuant to agreements with AIS entered into
in 1993. The companies are also parties to a 50/50 joint
venture established in 1993 to provide cell manipulation
services worldwide.
"We will combine our respective approaches in gene
therapy," said Thierry Soursac, M.D., Ph.D., Senior Vice
President, RPR and General Manager, RPR Gencell. "RPR
Gencell has initially focused on the in vivo delivery of
gene therapy and AIS provides expertise in the ex vivo
area. We hope to enhance the development and
commercialization of these two routes for the delivery of
gene therapy."
"The AIS facility in Santa Clara, California will
become the primary U.S. operating headquarters for RPR
Gencell with a primary focus on the development of ex vivo
gene and cell therapy approaches," added Dr. Soursac. "Our
research team in Vitry, France, will continue to lead the
development of in vivo approaches." Over 400 people in RPR
Gencell will be dedicated to gene therapy upon the
completion of the agreement.
RPR Gencell
RPR Gencell is a division of RPR dedicated to the
discovery, development, manufacturing and commercialization
of cell and gene therapy products. By linking leading
biotechnology companies and research organizations
worldwide with its own internal capabilities, RPR Gencell
hopes to accelerate the development of effective therapies
for cancer, cardiovascular and nervous system diseases.
Within the RPR Gencell network, Phase 1 trials are
currently being conducted for the treatment of
glioblastoma, malignant melanoma and non-small cell lung
cancer.
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The core competencies of RPR Gencell and its partners
include gene discovery and sequencing, gene expression,
vectors for gene delivery, cell selection, ex vivo cell
expansion methods and clinical development. Companies and
institutions affiliated with the RPR Gencell network
include: AIS, The Centre National de Recherche Scientifique
(CNRS), Darwin Molecular Corporation, Genethon, Genetix
Pharmaceuticals, Genopoietic, The Institut Gustave Roussy,
Institut Pasteur Lille, Introgen Therapeutics, Inc., The
Lawrence Berkeley Laboratory Human Genome Center, Pasteur
Merieux Connaught, and Universite Louis Pasteur.
Rhone-Poulenc Rorer Inc. (NYSE:RPR) is a global
pharmaceutical company dedicated to the discovery,
development, manufacturing and marketing of human
pharmaceuticals. The company reported sales of $4.5
billion and invested $600 million in research and
development in 1994.
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EDITOR'S NOTE: A fact sheet on AIS and RPR Gencell is
available via the contacts listed.
