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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): October 21, 1997
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 October 21, 1997, Chiron Corporation and Bausch & Lomb Incorporated, a
New York corporation, 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 Bausch & Lomb has agreed to purchase Chiron's opthalmic
products unit, Chiron Vision Corporation, for $300 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
October 21, 1997
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: October 22, 1997 By: /s/ William G. Green
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William G. Green
Senior Vice President,
General Counsel and
Secretary
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INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release dated October 21, 1997.
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[LETTERHEAD]
NEWS RELEASE
Contacts:
BAUSCH & LOMB:
Holly Echols Angela Panzarella
Director-Media Relations Vice President-Investor Relations
716/338-8064 716/338-6025
Pager: 800/405-5314
CHIRON CORPORATION:
James L. Knighton
Vice President-Investor Relations
510/923-6055
BAUSCH & LOMB TO ACQUIRE CHIRON VISION FOR $300 MILLION
DEAL MARKS ACCELERATION OF MOVE INTO GROWING OPHTHALMIC MARKETS
FOR RELEASE TUESDAY, OCTOBER 21, 1997
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ROCHESTER, N.Y. and EMERYVILLE, Calif.-- Bausch & Lomb (NYSE/BOL) and
Chiron Corporation (NASDAQ/CHIR) jointly announced today that they have signed a
definitive agreement in which Bausch & Lomb will acquire Chiron's ophthalmic
products unit, Chiron Vision Corporation, for $300 million in cash.
"The transaction reflects Bausch & Lomb's strategic intent to move
aggressively to expand our presence in the $25 billion global eye care market,"
said William M. Carpenter, Bausch & Lomb's president and CEO. "Entry into the
high margin cataract business and the high growth refractive surgery market
solidifies B&L's position as the leader in "in eye" vision correction. The
acquisition of Chiron Vision also builds on Bausch & Lomb's position in
professional ophthalmic products and provides additional business-building
opportunities for our growing ophthalmic pharmaceuticals line. Chiron Vision
brings leading-edge technology and demonstrated success in building global
franchises in ophthalmic surgery and retinal drug delivery."
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"We intend to continue to expand our presence in ophthalmic surgery,
primarily through aggressive pursuit of additional acquisition opportunities,
rather than by internal development," Carpenter continued.
Chiron Vision researches, develops and manufactures innovative products
that improve results in cataract and refractive surgery, and the treatment of
progressive eye diseases. Its product portfolio includes microkeratomes and
blades for LASIK refractive surgery; an advanced excimer laser with a built-in
LASIK workstation for refractive surgery; equipment and viscoelastics for
cataract surgery; PMMA and foldable intraocular lenses (IOLs); and the Vitrasert
Implant, the first drug delivery system to provide local, sustained therapy for
the treatment of cytomegalovirus retinitis (CMV) in people with AIDS.
Chiron Vision, based in Claremont, Calif., reported annual sales in 1996 of
$211 million. The acquisition is expected to have no impact on Bausch & Lomb's
1998 earnings, and should contribute to the company's financial performance
thereafter.
"Chiron Vision has grown into an eminent organization by advancing the
ophthalmic surgeon's capabilities through product innovation and education,"
said William J. Link, founder and CEO of Chiron Vision. "The management and
employees of the division have done an outstanding job of building a business
from scratch into a top competitor in the surgical ophthalmic arena."
"We are pleased to transfer a highly developed global business segment to a
company whose industry expertise, we're confident, will assure its continued
growth and success," commented Edward E. Penhoet, CEO of Chiron Corporation.
"Through this strategic divestiture, Chiron continues to streamline its
operations and sharpen its focus on its core capabilities and its tripartite
strategy -- the prevention, diagnosis and treatment of targeted diseases."
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Completion of the transaction, which is subject to regulatory approval, is
expected early in 1998. Bausch & Lomb said it expects the business will
continue to be operated from its current locations under its current management.
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This press release contains, among other things, certain statements of a
forward-looking nature relating to future events or the future business
performance of Bausch & Lomb. Such statements involve a number of risks and
uncertainties including those concerning economic conditions, product
development and introduction, the financial well-being of key customers, the
successful execution of marketing strategies, the continued successful
implementation of the restructuring effort in reducing costs and expenses of
manufacturing processes and administrative functions, as well as the risk
factors listed from time to time in the company's SEC filings, including but not
limited to the Report on Form 10-Q for the quarter ended June 28, 1997.
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BAUSCH & LOMB INCORPORATED IS A GLOBAL EYE CARE COMPANY DEDICATED TO HELPING
CONSUMERS SEE, LOOK AND FEEL BETTER THROUGH INNOVATIVE TECHNOLOGY AND DESIGN.
ITS CORE BUSINESSES INCLUDE SOFT AND RIGID GAS PERMEABLE CONTACT LENSES, LENS-
CARE PRODUCTS, PREMIUM SUNGLASSES AND OPHTHALMIC PHARMACEUTICAL PRODUCTS. THE
COMPANY IS ADVANTAGED WITH SOME OF THE MOST RESPECTED BRANDS IN THE WORLD
STARTING WITH ITS NAME, BAUSCH & LOMB-Registered Trademark-, AND INCLUDING RAY-
BAN-Registered Trademark-, REVO-Registered Trademark-, ARNETTE-TM-, KILLER LOOP-
Registered Trademark-, CUREL-Registered Trademark-, SOFLENS66-TM-, BOSTON-
Registered Trademark-, AND RENU-Registered Trademark-. FOUNDED IN 1853 IN
ROCHESTER, N.Y., WHERE IT CONTINUES TO HAVE ITS HEADQUARTERS, THE COMPANY HAS
ANNUAL REVENUES OF APPROXIMATELY $2 BILLION AND EMPLOYS APPROXIMATELY 13,000
PEOPLE IN 35 COUNTRIES. BAUSCH & LOMB PRODUCTS ARE AVAILABLE IN MORE THAN 100
COUNTRIES AROUND THE WORLD.
CHIRON CORPORATION, HEADQUARTERED IN EMERYVILLE, CALIFORNIA, IS A SCIENCE-
DRIVEN, MARKET-DIRECTED HEALTH CARE COMPANY THAT COMBINES DIAGNOSIS, VACCINE AND
THERAPEUTIC STRATEGY FOR CONTROLLING DISEASE. CHIRON PARTICIPATES IN THREE
GLOBAL HEALTH CARE MARKETS - DIAGNOSTICS, THERAPEUTICS, PEDIATRIC AND ADULT
VACCINES. CHIRON ALSO CONDUCTS RESEARCH AND DEVELOPMENT IN THE FIELDS OF
BIOLOGICAL PROTEINS, GENE THERAPY AND COMBINATORIAL CHEMISTRY.
CF26-1097
