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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 31, 1998
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
N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 31, 1998, Chiron Corporation ("Chiron") acquired Hoechst AG's 51
percent interest in Chiron Behring GmbH & Co ("Chiron Behring") for 210.7
million Deutsche Marks ($115.5 million) in cash.
In July 1996, Chiron formed a joint venture with Behringwerke AG (which
subsequently merged into its parent company, Hoechst AG) under which Chiron
purchased a 49% interest in the human vaccine business of Behringwerke AG. The
joint venture was organized as a limited partnership under German law and Chiron
and Hoechst held interests in both the limited partnership and in its general
partner (which was organized as a GmbH under German law). Under the Purchase
and Assignment Agreement pursuant to which Chiron acquired its initial 49
percent interest, Hoechst granted to Chiron an option to purchase Hoechst's 51
percent interest (including Hoechst's interests in both the limited partnership
and in the general partnership). The purchase price for the 51% interest was
established by negotiation at the time of the initial investment.
Chiron Behring has research and development, manufacturing and administrative
facilities in Marburg, Germany. Chiron Behring manufactures and markets in
Germany vaccines for diphtheria, tetanus, pertussis, flu, rabies, tick-borne
encephalitis, tuberculosis, cholera and an oral polio vaccine. Certain of these
products are marketed in other European countries and in the Middle East, the
Far East, Africa and South America, and to international health agencies such as
the World Health Organization. In 1997, Chiron began marketing Chiron Behring's
rabies vaccine in the United States. Chiron Behring also markets in Germany,
under distribution agreements with other manufacturers, traditional vaccines for
hepatitis A, measles, mumps, rubella, typhoid fever, pneumococcal disease,
haemophilus influenzae type b and an inactivated polio vaccine and a recombinant
vaccine for hepatitis B.
The acquisition was financed from Chiron's cash and cash equivalents and
liquidation of certain short term investments in marketable debt securities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements required by this Item are not included in this
initial report on Form 8-K. Such financial statements will be filed
by amendment not later than June 14, 1998.
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(b) Pro forma financial information.
Pro forma financial information required by this Item is not included
in this initial report on Form 8-K. Such pro forma financial
information will be filed by amendment not later than June 14, 1998.
(c) Exhibits.
EXHIBIT NUMBER
99.1 Press Release relating to Registrant's acquisition of Hoechst
AG's 51% interest in Chiron Behring GmbH & Co dated April 1,
1998, referred to Item 2 above.
99.2 Purchase and Assignment Agreement between Behringwerke
Aktiengesellschaft, on the one side, and 31.CORSA
Verwaltungsgesellschaft mbH and the Registrant, on the other
side, dated February 17, 1996, Closing Agreement, by and among
Behringwerke Aktiengesellschaft, on the one side, and the
Registrant and 31.CORSA Verwaltungsgesellschaft mbH, on the other
side, dated June 29, 1996 and Letter Agreement dated June 29,
1996 between the Registrant, 31.CORSA Verwaltungsgesellschaft mbH
and Behringwerke Aktiengesellschaft, incorporated by reference to
Exhibit 10.86 of the Registrant's Form 10-Q report for the period
ended September 29, 1996. (Certain confidential information has
been omitted from the Agreements and filed separately with the
Securities and Exchange Commission pursuant to a request by
Registrant for confidential treatment pursuant to Rule 24b-2.)
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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: April 9, 1998 By: /s/ William G. Green
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William G. Green
Senior Vice President,
General Counsel and
Secretary
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[LETTER HEAD]
FOR IMMEDIATE RELEASE
CONTACTS: Jim Knighton Julie Wood
VP, Investor Relations Dir., Corp. Communications
(510) 923-6055 (510) 923-6686
CHIRON COMPLETES ACQUISITION OF VACCINES BUSINESS FROM
HOECHST AG
EMERYVILLE, CA - APRIL 1, 1998 - Chiron Corporation (NASDAQ: CHIR) announced
today that it has completed the acquisition of Hoechst AG's interest in
Chiron Behring GmbH & Co., a vaccines joint venture based in Marburg,
Germany. In July of 1996, Chiron purchased a 49-percent interest in the
human vaccines business of Behringwerke AG, a subsidiary of Hoechst AG. The
acquisition of the remaining 51-percent interest was completed by payment of
$115.5 million.
Chiron Behring had annual net sales in 1997 of $173.5 million. The
company's product line includes a full range of pediatric and adult vaccines,
which it sells in Germany, where it holds a strong market position. Certain
of the company's products are also marketed in other European countries and
in the Middle East, the Far East, Africa and South America, and to
international health agencies such as the World Health Organization. In
1997, Chiron began marketing Chiron Behring's rabies vaccine in the United
States. Chiron manufactures and sells another line of pediatric and adult
vaccines through its subsidiary Chiron S.p.A., based in Siena, Italy.
"This acquisition strengthens Chiron's presence both in Europe and
in the vaccines market," said Magnus Lundberg, president of Chiron Vaccines
and Chiron Therapeutics. "Since we made the original equity investment, this
business has continued to flourish. Revenue performance has been
outstanding, and it has been complemented by ongoing process enhancements
that have further improved efficiency. It is our intention to take advantage
of the synergies among our European sites to enhance the productivity of our
entire commercial operation."
According to independent analysts, the vaccines market is one of the
fastest growing sectors of the healthcare industry. Now estimated to be a $4
billion business, it is expected to reach nearly $20 billion by 2010. This
growth is being fueled by the emergence of novel technologies that are
allowing the creation of new, safer and more effective vaccines, and by
organizations such as managed care which understand the cost effectiveness of
vaccines.
-MORE-
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CHIRON COMPLETES ACQUISITION OF VACCINES BUSINESS FROM HOECHST AG
PAGE TWO
Chiron develops, manufactures and markets human healthcare products
for the prevention, diagnosis and treatment of disease utilizing innovations
in biology and chemistry. Chiron employs more than 7,000 people in
facilities on four continents.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISK
AND UNCERTAINTY. THERE ARE A NUMBER OF FACTORS THAT COULD CAUSE CHIRON'S
ACTUAL PERFORMANCE TO DIFFER MATERIALLY FROM EXPECTATIONS. THESE AND OTHER
FACTORS INVESTORS SHOULD CONSIDER ARE MORE THOROUGHLY DESCRIBED IN THE
COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS, INCLUDING THE FORM 10-K.
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