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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) February 16, 1996
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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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 16, 1996, Chiron Corporation and Behringwerke AG, a subsidiary
of Hoechst AG, issued a press release, the text of which is attached hereto as
Exhibit 99.1, announcing that the two companies have signed an agreement under
which Chiron will purchase 49 percent of the human vaccine business of
Behringwerke AG for DM 171.5 million in cash.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Sequentially Numbered
Exhibit Number Page
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99.1 Press Release dated
February 16, 1996
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: February 23, 1996 By: /s/ William G. Green
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William G. Green
Senior Vice President and
General Counsel
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INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release dated February 16, 1996.
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RELEASE DATE: Immediate
CONTACT: Larry Kurtz
Chiron Corporation
(510) 601-2476
or
Dr. Hans Kupper
Behringwerke AG
49 (6421) 39-2981 or -2116
CHIRON TO PURCHASE INTEREST
IN HOECHST'S BEHRINGWERKE VACCINE BUSINESS
EMERYVILLE, CALIF., AND MARBURG, GERMANY, FEBRUARY 16, 1996 -- Chiron
Corporation (NASDAQ:CHIR) and Behringwerke AG, a subsidiary of Hoechst AG,
announced today that the two companies have signed an agreement under which
Chiron will purchase 49 percent of the human vaccine business of Behringwerke AG
for DM 171.5 million in cash.
Chiron has an option to purchase the remaining 51 percent in March 1998,
1999, 2000 or 2001 and Behringwerke AG has the option to have Chiron acquire the
remaining 51 percent interest in March 2001. During the period of mutual
ownership, Chiron and Behringwerke AG will operate the vaccine business as a
joint venture. The agreement also involves potential collaborations between
Chiron and Hoechst in certain areas of diagnostics and therapeutics, which will
be negotiated separately.
Behringwerke is one of the largest vaccine suppliers in Germany, which is
the largest market in Europe. It manufactures and markets vaccines for polio,
flu, diphtheria, tetanus, pertussis, rabies, tick-borne encephalitis,
tuberculosis and cholera, and, under license from other companies, distributes
in Germany vaccines for measles, mumps, rubella, hepatitis B, typhoid fever,
pneumonia and haemophilus influenzae.
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Chiron Announces Agreement with Hoechst's Behringwerke AG
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Behringwerke's vaccine business is profitable, with 1995 vaccine revenues
of DM 241 million. Chiron will report its share of the Behringwerke joint
venture's results as equity in earnings of unconsolidated joint businesses.
After the completion of the transaction, which will require regulatory reviews,
the joint venture will become a distributor in Germany also for vaccines from
Chiron Biocine, Chiron's vaccine business unit.
"Acquisition of an interest in the Behringwerke vaccine business is a
unique opportunity with immediate as well as long-term financial and strategic
benefits for Chiron," said William J. Rutter, Ph.D., chairman of Chiron. "The
Behring name is well-established in the German market as a leading company in
quality healthcare products. Chiron Biocine now has a major presence in each of
two large European vaccine markets, Germany and Italy. This will allow us to
launch more successfully a series of novel products, including a genetically
engineered pertussis vaccine and a more potent flu vaccine, and candidate novel
vaccines for genital herpes and cytomegalovirus. Our interest in Behringwerke's
vaccine business broadens Chiron's position in the German healthcare market
beyond our existing therapeutics, diagnostics and ophthalmics presences. In
addition, we look forward to our partnership with Behring and Hoechst, one of
the world's leading healthcare providers."
"Combining the innovative research and product pipeline of Chiron Biocine
with the existing product and distribution strengths of Behringwerke's vaccine
business should accelerate the availability in Europe of important new vaccines
for serious diseases," said Professor Uwe Bicker, M.D., Ph.D., member of the
board of Behringwerke AG and president of Behring Diagnostics, a division of
Hoechst. "The partnership between Behringwerke and Chiron Biocine improves the
growth potential of both organizations. Behring and Hoechst look forward to the
joint venture with Chiron, a leading U.S. biotechnology company, and to the
possibility for additional collaborations in other fields such as combinatorial
chemistry, diagnostics and gene therapy."
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Chiron Announces Agreement with Hoechst's Behringwerke AG
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"Through the formation of Centeon in January 1996, our joint venture
between Hoechst's Behringwerke AG and Rhone Poulenc Rorer's Armour
Pharmaceuticals, we have reached a leading position in blood plasma products,"
added Dr. Karl-Gerhard Seifert, chairman of the supervisory board of
Behringwerke AG. "This new cooperation with Chiron will forward the established
position also for Behringwerke's vaccine business."
Behringwerke AG, founded in 1904, is a wholly owned subsidiary of Hoechst
AG. Both the therapeutic and diagnostic activities of Behringwerke AG have
grown out of the pioneering work of its founder, Emil von Behring, who received
the first Nobel Prize in medicine, in 1901, for his discovery of passive
immunity, which led to the development and large-scale manufacture of the
diphtheria antisera and vaccine. Behringwerke's diagnostic business is one of
Hoechst's seven core global divisions and in 1995 acquired the former Syva
Company.
Chiron Biocine, with operations in Emeryville, California, and Siena,
Italy, manufactures and markets in Italy and other countries a broad range of
pediatric and adult vaccines and is a leader in researching and developing novel
and improved vaccines. These products include a genetically engineered
acellular pertussis vaccine that recently completed Phase 3 trials, a candidate
preventive vaccine for genital herpes in Phase 3 trials, and a candidate vaccine
for cytomegalovirus in Phase 2 trials. Chiron Biocine has filed in Italy for
marketing approval of a more potent flu vaccine, and plans additional efficacy
trials. Clinical trials of candidate HIV vaccines are underway in the United
States and Thailand. Vaccines for hepatitis C, Meningococcus C and H. Pylori
are in research and development.
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Chiron Announces Agreement with Hoechst's Behringwerke AG
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Chiron Corporation is a diversified, science-driven healthcare company that
combines diagnostic, vaccine and therapeutic strategies for controlling disease.
Headquartered in Emeryville, California, near San Francisco, and with operations
on four continents, Chiron had revenues in 1995 of more than $1 billion. Chiron
participates in four global healthcare markets: diagnostics, including
immunodiagnostics, critical care diagnostics and new quantitative probe tests;
therapeutics, with an emphasis on oncology and infectious disease; pediatric and
adult vaccines; and ophthalmic surgical products for the correction of vision.
Chiron also has research programs underway in gene therapy and gene transfer,
combinatorial chemistry, cardiovascular disease and critical care.
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