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CONTACTS:
Vincent Barella Maryellen Thielen
Chiron Corporation PathoGenesis Corporation
(510) 923-2138 (847) 583-5424
CHIRON AND PATHOGENESIS ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO
WAITING PERIOD AND COMPLETION OF REGULATORY FILINGS FOR PATHOGENESIS
ACQUISITION
EMERYVILLE, CA, and SEATTLE, WA, August 31, 2000 - Chiron Corporation
(Nasdaq: CHIR) and PathoGenesis Corporation (Nasdaq: PGNS) today announced
the early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with regard to the pending acquisition by
Chiron of PathoGenesis Corporation. In addition, Chiron and PathoGenesis
have concluded that no other regulatory filings or approvals are required in
order to close the transaction.
As previously announced, Chiron and PathoGenesis have entered into a merger
agreement pursuant to which a wholly owned subsidiary of Chiron, Picard
Acquisition Corp., commenced on August 21, 2000 an all-cash tender offer for
all of PathoGenesis' outstanding common stock at a price of $38.50 per share.
The tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, on Monday, September 18, 2000, unless extended.
The tender offer may be extended on the terms and conditions stated in the
Offer to Purchase, dated August 21, 2000, which is available from MacKenzie
Partners, Inc., the Information Agent for the tender offer (toll-free
800-322-2885), or from the Securities and Exchange Commission's web site at
WWW.SEC.GOV. Any extension of the tender offer will be followed as promptly
as practicable by a public announcement, which will be issued no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled expiration date. Donaldson, Lufkin & Jenrette Securities
Corporation is dealer manager for the tender offer.
ABOUT CHIRON
Chiron Corporation, headquartered in Emeryville, California, is a leading
biotechnology company that participates in three global healthcare markets:
biopharmaceuticals, vaccines and blood testing. The company is applying a
broad and integrated scientific approach to the development of innovative
products for preventing and treating cancer, infection and cardiovascular
disease. This approach is supported by research strengths in recombinant
proteins, genomics, small molecules, gene therapy and vaccines.
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ABOUT PATHOGENESIS
Seattle-based PathoGenesis Corporation develops and commercializes drugs to
treat chronic infectious diseases -- particularly serious lung infections,
including those common in cystic fibrosis, bronchiectasis and ventilator
patients. The company's first drug, TOBI-Registered Trademark- (tobramycin
solution for inhalation), is approved for the management of cystic fibrosis
patients with PSEUDOMONAS AERUGINOSA lung infections. PathoGenesis' stock is
traded on the Nasdaq National Market System under the symbol PGNS. The
company's Web site is located at www.pathogenesis.com.
This news release contains forward-looking statements that involve risks and
uncertainties. A full discussion of each company's operations and financial
condition, including factors that may affect its business and future
prospects, is contained in documents the company files with the SEC, such as
Form 10-Q and Form 10-K. These documents identify important factors that
could cause the company's actual performance to differ from current
expectations, including the outcome of clinical trials, regulatory review,
manufacturing capabilities and marketing.
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