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) 10/8/99 (10/5/99)
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-815 51-0014090
(State or Other Jurisdiction (Commission (I.R.S Employer
of Incorporation) File Number) Identification No.)
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 774-1000
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Item 5. Other Events
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In connection with Debt and/or Equity Securities that may be offered
on a delayed or continuous basis under Registration Statements on Form S-3
(No. 33-53327, No. 33-61339, No. 33-60069 and No. 333-86363), the registrant
hereby files the following press release.
Contacts: Thomas R. Barry
DuPont Pharmaceuticals
(302) 992-5020
Vicente Anido, Jr., Ph.D.
President/CEO
CombiChem, Inc.
(619) 530-2987
DUPONT PLANS TO ACQUIRE COMBICHEM
TO ASSIST IN DRUG DISCOVERY
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WILMINGTON, Del. and SAN DIEGO, Calif., Oct. 5 -- DuPont (NYSE: DD)
and CombiChem, Inc. (NASDAQ: CCHM) today announced they have entered into an
agreement that provides for DuPont to acquire CombiChem for $6.75 per share in
cash, or approximately $95 million. Once completed, this acquisition is
expected to drive DuPont's efforts in the discovery and development of new
medicines.
The planned acquisition is the second in a series of actions taken by
DuPont recently to strengthen its pharmaceuticals business through alliances
and acquisitions. The company announced a major research collaboration with
Pharmasset Limited on Sept. 27, which will focus on research and development
of proprietary HIV and hepatitis B virus antiviral compounds.
"This acquisition demonstrates DuPont's firm commitment to be a leader
in discovering, developing and delivering medicines that improve the health of
people worldwide," said Kurt M. Landgraf, DuPont executive vice president and
chief operating officer. "CombiChem is an outstanding company with demon-
strated performance in linking sophisticated computer technology with
chemistry to identify potential new medicines, as well as agricultural and
other biotechnology products."
"The combination of DuPont's position as a premier science company and
CombiChem's innovative approach to drug discovery is expected to produce
medicines with far-reaching health benefits."
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"This agreement was approved unanimously by CombiChem's board of
directors," said Vince Anido, president and chief executive officer of
CombiChem. "We look forward to being a part of DuPont and joining a team of
scientists who, like us, are dedicated to the discovery of new medicines."
Based in San Diego, CombiChem integrates proprietary computer modeling
technology with advanced chemistry expertise to discover potential new drug
compounds, as well as compounds that have applications in agriculture and
materials sciences. The company uses computer-based methods to shorten the
time of discovery, identify potential drug development problems early and to
point the way to new compounds not previously considered.
Following completion of the acquisition, CombiChem will operate as
part of DuPont Pharmaceuticals Research Laboratories and will remain in
California, a center for biotechnology and computer technology development.
"DuPont has an abundance of excellent drug discovery targets. We look
forward to having the CombiChem staff join the DuPont Pharmaceuticals research
team to move medicines acting on these targets into development," said Paul
Friedman, M.D., president of DuPont Pharmaceuticals Research Laboratories.
"This agreement with CombiChem exemplifies DuPont's commitment to the
pharmaceuticals industry," said Nicholas L. Teti, president of DuPont
Pharmaceuticals. "We fully expect the acquisition to add significant strength
to our product pipeline."
The agreement provides for a tender offer for all of the outstanding
shares of common stock of CombiChem at $6.75 per share, which will commence
within five business days. If successful, the tender offer will be followed
by a merger in which all of the shares not tendered will be purchased at the
same price. The tender offer will be made only by means of an Offer to
Purchase which will contain the specific terms of the transaction and which
will be provided to CombiChem stockholders.
CombiChem stockholders owning approximately 34 percent of CombiChem's
outstanding shares have committed to support the transaction and have entered
into voting and option agreements with DuPont. CombiChem has granted DuPont
an option to purchase other CombiChem shares under certain conditions. The
acquisition is subject to customary regulatory approvals and conditions, and
the receipt of a majority of CombiChem shares by DuPont. The two companies
expect to complete the transaction prior to the end of the year.
DuPont Pharmaceuticals is a worldwide business that focuses on
research, development and delivery of pharmaceuticals to treat unmet medical
needs in the fights against HIV infection, cardiovascular disease, central
nervous system disorders, cancer, arthritis and related disorders. The
company also is a leader in medical imaging.
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DuPont is a science company, delivering science-based solutions that
make a difference in people's lives in food and nutrition; health care;
apparel; home and construction; electronics; and transportation. Founded in
1802, the company operates in 65 countries and has 97,000 employees.
Forward-Looking Statements: This news release contains forward-looking
statements based on management's current expectations, estimates and
projections. All statements that address expectations or projections about
the future, including statements about the company's strategy for growth,
product development, market position, expected expenditures and financial
results are forward-looking statements. Some of the forward-looking state-
ments may be identified by words like "expects," "anticipates," "plans,"
"intends," "projects," "indicates," and similar expressions. These state-
ments are not guarantees of future performance and involve a number of risks,
uncertainties and assumptions. Many factors, including those discussed more
fully elsewhere in this release and in DuPont's filings with the Securities
and Exchange Commission, particularly its latest annual report on Form 10-K,
as well as others, could cause results to differ materially from those stated.
These factors include, but are not limited to successful completion of the
tender offer and subsequent merger, whether the merger will result in the
discovery and development of new medicines, changes in the laws, regulations,
policies and economic conditions of countries in which the company does
business; competitive pressures; successful integration of structural changes,
including acquisitions, divestitures and alliances; failure of the company or
related third parties to become Year 2000 capable; research and development of
new products, including regulatory approval and market acceptance.
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10/5/99
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SIGNATURE
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.
E. I. DU PONT DE NEMOURS AND COMPANY
(Registrant)
/s/ D. B. Smith
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D. B. Smith
Assistant Controller
October 8, 1999
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