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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14 (D) (1) OR 13 (E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CHIRON CORPORATION
(Name of Subject Company (Issuer))
CHIRON CORPORATION, AS ISSUER
(Names of Filing Persons (identifying status as Offeror, Issuer or Other
Person))
% CONVERTIBLE SUBORDINATED NOTES DUE MAY , 2007
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
WILLIAM G. GREEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CHIRON CORPORATION
4560 HORTON STREET
EMERYVILLE, CALIFORNIA 94608
(510) 655-8750
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
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COPIES TO:
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ROBERT E. BUCKHOLZ, JR., ESQ. ABIGAIL ARMS, ESQ.
SULLIVAN & CROMWELL SHEARMAN & STERLING
125 BROAD STREET 801 PENNSYLVANIA AVENUE, N.W.
NEW YORK, NEW YORK 10004-2498 WASHINGTON DC 20006-5805
(212) 558-4000 (202) 508-8000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$370,728,375 $97,873
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(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this amount is
the market value as of April 5, 2000 of the maximum amount of 1.90%
Convertible Subordinated Notes due November 17, 2000 that may be received by
the Registrant from tendering holders in the exchange offer.
(2) Registration fee previously paid in connection with the Registrant's
Registration Statement on Form S-4 filed April 6, 2000.
/ / Check the box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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INTRODUCTION
This Tender Offer Statement on Schedule TO is being filed by Chiron
Corporation, a Delaware corporation, pursuant to Section 13(e) of the Securities
Exchange Act in connection with its offer to exchange up to $243,800,000 of its
1.90% Convertible Subordinated Notes due November 17, 2000 (or such lesser
number as are properly tendered) into its % Convertible Subordinated Notes due
May , 2007, upon the terms and subject to the conditions set forth in Chiron
Corporation's Registration Statement on Form S-4 (File No. 333- ) filed with
the Securities and Exchange Commission on April 5, 2000 (the "Registration
Statement"). The Registration Statement and the exhibits thereto are
incorporated by reference in this Schedule TO in answer to some of the items
required in this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
The following are executive officers and directors of Chiron Corporation:
Rajen K. Dalal, Vice President; President, Chiron Blood Testing Division*
William G. Green, Esq., Senior Vice President, General Counsel and
Secretary*
Paul J. Hastings, Vice President; President, Chiron Biopharmaceuticals*
Sean P. Lance, Chairman of the Board; President and Chief Executive
Officer*
Linda W. Short, Vice President, Corporate Resources*
David V. Smith, Vice President, Controller*
James R. Sulat, Vice President, Chief Financial Officer*
Lewis T. Williams, M.D., Ph.D, Chief Scientific Officer; President,
Chiron Research & Development; Director*
Raymund Breu, Director*
Vaughn D. Bryson, Director*
Lewis W. Coleman, Director*
Pierre E. Douaze, Director*
Donald A. Glaser, Director*
Paul L. Herrling, Director*
Edward E. Penhoet, Director*
William J. Rutter, Director*
Jack W. Schuler, Director*
Pieter J. Strijkert, Director*
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* c/o Chiron Corporation, 4560 Horton Street, Emeryville, California 94608,
telephone (510) 655-8750.
ITEM 4. TERMS OF THE TRANSACTION.
(b) None of the securities are to be purchased from any officer, director or
affiliate of the Registrant.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The Registrant has a strategic alliance with Novartis AG. A Governance
Agreement dated as of November 20, 1994 between the Registrant and Novartis
contains provisions relating to, among other things, the nomination of directors
to the Registrant's Board of Directors and the voting of the shares of the
Registrant's Common Stock held by Novartis. The Governance Agreement is
incorporated by reference to Exhibit 10.702 of the Registrant's quarterly report
on Form 10-Q for the period ended June 30, 1999.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The purpose of the tender offer is to preserve existing debt/equity
ratios, extend the maturity of a comparable amount of indebtedness, and increase
the conversion price, thereby decreasing the amount of equity issuable upon
conversion as compared to the existing notes.
(b) The securities acquired in the tender offer will be retired.
(c)(4) Donald A. Glaser, a member of the Registrant's Board of Directors,
has decided that he will not stand for reelection when his term expires in 2000.
The size of the Board will be reduced from twelve members to eleven members.
This change in the size and makeup of the Registrant's Board of Directors is
unrelated to and is not in contemplation of the tender offer.
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(c)(5) The Registrant has not made any material change in its corporate
structure or business of the type contemplated by this section.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The source of the cash consideration to be paid by the Registrant in the
tender offer will be retained earnings. A detailed description of how the amount
of the cash consideration is calculated is included in the Prospectus dated
April , incorporated by reference herein.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
None of the persons named in Item 3 beneficially owns any of the subject
securities.
ITEM 10. FINANCIAL STATEMENTS.
The required financial statements can be found beginning at page F-1 in the
Registrant's annual report on Form 10-K for the fiscal year ended December 31,
1999, filed March 10, 2000, and have been incorporated into the Prospectus dated
April , incorporated by reference herein.
ITEM 12. EXHIBITS.
(a)(1)* Prospectus dated April , 2000, incorporated by reference to the
Registrant's Registration Statement on Form S-4 (No. 333- )
originally filed on April 5, 2000.
(a)(2) Press Release Issued April 6, 2000.
(a)(3)* Form of Indenture between the Company and State Street Bank and
Trust Company of California, N.A., as exchange notes trustee,
incorporated by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-4 (No. 333- ) filed on April
5, 2000.
(a)(4)* Form of Letter of Transmittal, incorporated by reference to Exhibit
99.1 of the Registrant's Registration Statement on Form S-4 (No.
333- ) filed on April 5, 2000.
(a)(5)* Form of Notice of Guaranteed Delivery, incorporated by reference to
Exhibit 99.2 of the Registrant's Registration Statement on Form S-4
(No. 333- ) filed on April 5, 2000.
(a)(6)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees, incorporated by reference to Exhibit
99.3 of the Registrant's Registration Statement on Form S-4 (No.
333- ) filed on April 5, 2000.
(a)(7)* Form of Letter to Clients, incorporated by reference to Exhibit
99.4 of the Registrant's Registration Statement on Form S-4 (No.
333- ) filed on April 5, 2000.
(d)(1)* Governance Agreement, dated as of November 20, 1994, between the
Registrant and Novartis AG, incorporated by reference to Exhibit
10.702 of the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1999.
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* Incorporated by reference.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: April 6, 2000 CHIRON CORPORATION
By: /s/ SEAN P. LANCE
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Name: Sean P. Lance
Title: President, Chief Executive Officer
and Chairman of the Board
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<PAGE>
Exhibit (a)(2)
FOR IMMEDIATE RELEASE
Contacts:
Vince Barella David Smith
Investor Relations Officer Vice President, Controller
510.923.2138 510.923.4809
Jim Kent
Vice President, Treasurer
510.923.2717
CHIRON PLANS TO CONDUCT EXCHANGE OFFER WITH HOLDERS OF ITS EXISTING 1.90%
CONVERTIBLE SUBORDINATED NOTES
EMERYVILLE, CA, April 6, 2000 -- Chiron Corp (NASDAQ: CHIR) announced today
that it has filed a registration statement with the Securities and Exchange
Commission to register $243.8 million of new convertible subordinated notes
with a seven year maturity date, which will be offered in exchange for its
existing 1.90% Convertible Subordinated Notes due November 17, 2000. The
conversion premium and coupon rate associated with the new notes will be set
when the exchange offer commences following effectiveness of the registration
statement.
This exchange offer is intended to preserve existing debt/equity ratios,
extend the maturity of a comparable amount of indebtedness, and increase the
conversion price, thereby decreasing the amount of equity issuable upon
conversion as compared to the existing notes. The specific conversion price
of the new notes will be established based on the average closing price of
Chiron common shares for the five business days preceding the second trading
day prior to the expiration of the tender offer. In addition to the new
notes current noteholders will receive a cash payment, equal to the
difference between the value of the existing notes and the exchanged notes,
as more fully described in the registration statement.
Consummation of the exchange offer will be conditioned on receipt of at least
75 percent of the 1.90% Convertible Subordinated Notes being validly
tendered, and upon a minimum and maximum stock price which will be set at
transaction launch following effectiveness of the registration statement.
A prospectus for the exchange offer will be available when the registration
statement becomes effective. The new securities may not be exchanged nor may
offers to exchange be accepted prior to the time the registration statement
becomes effective. For more information, holders of the 1.90% Convertible
Subordinated Notes may contact Georgeson Shareholder Communications Inc. at
17th State Street, 10th Floor, New York, NY 10004, or via telephone at
800-223-2064.
Goldman, Sachs & Co. will act as the dealer manager to solicit exchanges.
State Street Bank and Trust Co. of California, N.A. will act as exchange
agent. Georgeson Shareholder Communications Inc. will act as the information
agent.
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CHIRON PLANS TO CONDUCT EXCHANGE OFFER WITH HOLDERS OF ITS EXISTING 1.90%
CONVERTIBLE SUBORDINATED NOTES
PAGE TWO
ABOUT CHIRON
Chiron Corporation 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. For more information about Chiron,
visit the company's web site at www.chiron.com.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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