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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 6, 1995
Chiron Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-12798 94-2754624
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4560 Horton Street, Emeryville, CA 94608
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 655-8730
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ITEM 5. OTHER EVENTS.
On March 6, 1995, Chiron Corporation issued a press release, the text of
which is attached hereto as Exhibit 99.1, announcing that its Chiron Vision
business has reached an agreement to acquire the ophthalmic surgical division of
IOLAB from Johnson & Johnson for approximately $95 million, and following the
acquisition will begin a global restructuring of the combined operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Sequentially Numbered
Exhibit Number Page
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99.1 Press Release dated
March 6, 1995
referred to in Item 5 above.
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SIGNATURES
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.
CHIRON CORPORATION
Date: March 7, 1995 By: _______________________
William G. Green
Senior Vice President and
General Counsel
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CHIRON NEWSRELEASE
RELEASE DATE: Immediate
CONTACT: Larry Kurtz
Vice President, Corporate Communications
(510) 601-2476
CHIRON VISION TO ACQUIRE J&J's IOLAB SURGICAL DIVISION
FOR $95 MILLION AND WILL RESTRUCTURE
EMERYVILLE, CALIF., MARCH 6, 1995 -- Chiron Corporation (NASDAQ:CHIR) announced
today that its Chiron Vision business has reached an agreement to acquire the
ophthalmic surgical division of IOLAB from Johnson & Johnson for approximately
$95 million, and following the acquisition will begin a global restructuring of
the combined operations to enhance manufacturing, marketing and management
efficiencies. The acquisition will expand and strengthen Chiron Vision's
product offering for cataract surgeries by adding a preferred viscoelastic, a
diverse line of intraocular lenses (IOLs), synergies in advanced
phacoemulsification instruments and an established customer base to augment its
existing business. Chiron Vision and IOLAB are leading suppliers of intraocular
lenses and related products for cataract surgeries, each with 1994 sales of
about $100 million. The combination will strengthen Chiron Vision's position as
a major supplier in the worldwide ophthalmic surgical market. The transaction
has cleared all necessary U.S. regulatory approvals.
To reduce costs and capitalize on potential economies of scale from the
integration of the two organizations, Chiron Vision will consolidate its IOL
manufacturing in Lyon, France, at the facilities of DomiLens, Chiron Vision's
subsidiary acquired in May 1994, and at IOLAB's plant in Claremont, California,
which also will become the combined company's headquarters.
Timing for the consolidation of manufacturing facilities will depend upon
establishment license approvals, but will begin following the combination of the
two companies and is expected to be completed in approximately two years. The
headquarters relocation and an organizational restructuring to globalize and
streamline Chiron's research and development, scientific affairs, marketing,
finance and management functions, also will begin immediately following the
completion of the acquisition.
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Chiron Vision To Acquire IOLAB and Will Restructure
Page Two
The proposed purchase by Chiron Vision will result in a charge to
Chiron's earnings in the first quarter of 1995 for the acquisition of
in-process technology and an additional charge for restructuring and other
related expenses.
"The ophthalmic surgery market has been a challenging environment to
achieve consistent profitability, but will be attractive for companies that
emerge from the current consolidation pressures as clearly established global
product and market leaders," said William J. Link, Ph.D., chief executive
officer of Chiron Vision. "The acquisition of IOLAB together with the
concurrent restructuring and streamlining of the combined operations will help
ensure long-term leadership in global ophthalmic surgical markets by giving us a
stronger platform from which to launch novel products. Cost reductions from
productivity gains will enable Chiron Vision to be a more competitive company
while we invest in promising vision correction products such as our intraocular
drug delivery implant and corneal inlay lens for presbyopia."
"Both Chiron Vision and IOLAB have an excellent reputation with our
customers for delivering products of high value that meet their needs currently
and as they evolve over time," Link continued. "IOLAB's Amvisc is a highly
regarded viscoelastic, a key cataract surgery product that Chiron Vision has
lacked. We will enhance our phaco instrument line by combining technologies.
IOLAB also is a leader in selling bundled ophthalmic products, which is of
increasing importance to buying groups and managed care organizations who play
an important role in the marketplace. Chiron has been a leader in providing
foldable IOLs, the fastest-growing market segment, and in refractive surgical
products such as advanced excimer lasers and corneal shapers. We expect a
seamless transition in the market, and more efficient performance in both the
near and long term."
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Chiron Vision To Acquire IOLAB And Will Restructure
Page Three
"Chiron Vision has been and will continue to be an important component of
Chiron's strategy for building sustainable presences in attractive markets in
the global healthcare marketplace," said Edward E. Penhoet, Ph.D., Chiron
president and chief executive officer. "We are optimistic about the potential
for Chiron Vision's ganciclovir intraocular implant, which has shown significant
improvement over current therapy in treating CMV retinitis in AIDS patients. We
will submit regulatory applications for this product shortly. We also expect
Chiron Vision's market position will enable us to launch potential diagnostics
and therapeutics from Chiron's technology into the ophthalmic market. As a
result of our new partnership with Ciba, we also foresee significant potential
value in collaborating with Ciba Vision, which in 1994 acquired the
pharmaceutical division of IOLAB from Johnson & Johnson."
In conjunction with the IOLAB acquisition and subsequent restructuring,
David Morrison, currently president of Chiron Vision international operations,
will become president and chief operating officer of the combined company.
Morrison joined Chiron Vision in 1994 with significant international healthcare
experience, including as European general manager of the Oral-B division of
Gillette and as manager of Europe for Cooper Vision.
Chiron Corporation, headquartered in Emeryville, California, applies
biotechnology and other techniques of modern biology and chemistry to develop
products intended to improve the quality of life by diagnosing, preventing and
treating human disease. Chiron participates in four markets: diagnostics,
including immunodiagnostics, critical care diagnostics and quantitative bDNA
probe tests, therapeutics for cancer and infectious disease, adult and pediatric
vaccines, and ophthalmic instruments and devices used for the surgical
correction of vision. A fifth business, Chiron Technologies, manages
development of new technologies from the Company's research including a new
generation of chemical therapeutics being developed through advanced techniques
of drug design and discovery, and a program in gene therapy.
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