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): July 18, 1995
HOECHST MARION ROUSSEL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5829 44-0565557
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9300 Ward Parkway, Kansas City, Missouri 64114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 966-4000
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MARION MERRELL DOW INC.
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(Former name or former address, if changed since last report)
Page 1 of 6 Pages
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Item 5. Other Events.
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On July 18, 1995, H Pharma Acquisition Corp., a Delaware
corporation ("Acquisition"), was merged with and into the Registrant,
formerly named Marion Merrell Dow Inc. (the "Company"), pursuant to the
Agreement and Plan of Merger dated as of May 3, 1995 (the "Merger
Agreement"), by and among the Company, The Dow Chemical Company, Hoechst
Corporation ("Parent") and Acquisition. Pursuant to the terms of the
Merger Agreement, Registrant was the surviving corporation and became a
wholly owned subsidiary of Parent. A copy of a press release issued by the
Registrant on July 18, 1995 announcing the merger is attached hereto as
Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit 99 Press Release issued by the Registrant on July 18,
1995.
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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.
HOECHST MARION ROUSSEL, INC.
Date: July 18, 1995 By: /s/ William K. Hoskins
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Name: William K. Hoskins
Title: Vice President, General
Counsel and Corporate
Secretary
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EXHIBIT INDEX
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Exhibit Description Page
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99 Press Release issued by the Registrant 5
on July 18, 1995
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EXHIBIT 99
HOECHST AG COMPLETES ACQUISITION
OF MARION MERRELL DOW INC. -
A STEP TOWARD GLOBAL LEADERSHIP IN PHARMACEUTICALS
KANSAS CITY, Mo., and FRANKFURT, Germany, July 18, 1995 - Hoechst AG today
completed its $7.1 billion acquisition of Marion Merrell Dow Inc. following
approval of the transaction at a meeting of Marion Merrell Dow
shareholders.
Under an agreement with the Federal Trade Commission in June, Hoechst's
acquisition of Marion Merrell Dow was allowed to proceed but the companies
will operate separately until specific antitrust questions are resolved.
Once those issues are resolved with the FTC, the companies will begin
combining their worldwide pharmaceutical businesses.
"We are very pleased to take this strategic step toward creating a new
global leader in the pharmaceutical business _ Hoechst Marion Roussel,"
said Jurgen Dormann, chairman of Hoechst AG and chairman of a steering
committee overseeing the planning for integration of Hoechst's
pharmaceutical activities. "This acquisition enhances our worldwide
presence, particularly in the North American market."
Holders of approximately 80 million shares (29 percent) of Marion Merrell
Dow stock will receive $25.75 per share in cash, plus five cents per share,
based on a pro rata portion of a regular quarterly dividend. Trading in
Marion Merrell Dow stock (NYSE: MKC) ended today, and the payment process
will begin promptly (details below). As previously announced, on June 28,
Hoechst acquired about 197 million shares (71 percent) of Marion Merrell
Dow from The Dow Chemical Company.
Fred W. Lyons, Jr., chairman and chief executive officer of Marion Merrell
Dow and vice chairman of the joint steering committee, said: "In teaming up
with Hoechst, we see the culmination of our strategic efforts to put
together a company with the global strength to excel amid the dramatic
changes taking place in health care around the world. We are confident of
Hoechst Marion Roussel's success."
Jean-Pierre Godard, currently the head of Hoechst's pharmaceuticals
division, will become global head of Hoechst Marion Roussel. Richard J.
Markham, president and chief operating officer of Marion Merrell Dow, will
become deputy head of Hoechst Marion Roussel. A 12-member executive
committee has been providing guidance since mid-May in planning for
organizational structures and operating processes.
"We are preparing to combine the strengths of three great companies -
Hoechst, Marion Merrell Dow and Roussel Uclaf - to serve health-care
providers and patients around the world," Mr. Godard said. "With
participation by hundreds of people from the three companies, we are
designing an organization to serve customers well, to produce substantial
synergies and to make the transition quickly and smoothly."
Mr. Markham added: "Our vision is to create a global, multicultural
health-care company that has the resources to compete successfully with the
largest players in the industry - and to bring the very best in
pharmaceutical care to patients."
With combined sales estimated at $10 billion, Hoechst Marion Roussel will
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be one of the world's largest pharmaceutical organizations, active in four
major regions: Europe/Africa/Near East, North America, Asia/Pacific and
Latin America.
Hoechst Marion Roussel products will include the Cardizem (registered
trademark) (diltiazem) and Trental (registered trademark) (pentoxifylline)
brands of cardiovascular medications, the Seldane (registered trademark)
(terfenadine) family of anti-allergy products, Claforan (registered
trademark) (cefotaxime sodium) and Rulid (registered trademark)
(roxithromycin) antibiotics, DiaBeta (registered trademark) (glyburide)
blood-glucose-lowering agent, and a broad range of other prescription
medications.
The Hoechst Group is an international network of innovative and
customer-oriented companies in the pharmaceutical, agricultural and
industrial chemical sectors. In 1994, it employed about 165,000 people and
achieved sales of nearly DM 50 billion.
Additional Shareholder Information:
Letters of transmittal will be sent promptly to registered Marion Merrell
Dow shareholders (those who hold stock certificates) explaining how to
obtain payment of the merger consideration. Shareholders whose stock is
held in brokerage accounts will receive payment through their brokers and
should contact their brokers for information. Shareholders who are
enrolled in the company's dividend reinvestment plan will receive payment
directly from the company's transfer agent, First Chicago Trust Company of
New York.
The merger does not affect Marion Merrell Dow's previously declared
second-quarter dividend of 25 cents per share for shareholders of record
June 30, which will be paid separately on July 28, as scheduled.
