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Exhibit 99.1
[LOGO]
NEWS RELEASE
PATHOGENESIS CORP.-- 201 ELLIOTT AVENUE WEST, SEATTLE, WASHINGTON 98119 --
(206) 467-8100
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FOR IMMEDIATE RELEASE
Investor Contacts: Media Contacts:
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Joyce Lonergan Shelley Schneiderman
Chiron Chiron
(510) 923-3030 (510) 923-6905
Alan Meyer Maryellen Thielen Susan Callahan
PathoGenesis PathoGenesis KNCB Dave
(206) 270-3328 (847) 583-5424 (206) 794-4706
CHIRON TO ACQUIRE PATHOGENESIS
FOR $38.50 PER SHARE
EMERYVILLE, CA and SEATTLE, WA, Aug. 14, 2000 -- Chiron Corporation
(NASDAQ: CHIR) and PathoGenesis Corporation (NASDAQ: PGNS) today announced
that the two companies have entered into a definitive agreement for Chiron to
acquire PathoGenesis for about $700 million.
Under the terms of the agreement, a subsidiary of Chiron will make an
all-cash tender offer for all the outstanding shares of PathoGenesis common
stock, at a price of $38.50 per share. The tender offer is expected to close in
the third or fourth quarter of this year, and is subject to the valid tender of
at least a majority of the outstanding PathoGenesis shares, on a fully diluted
basis, and to customary government filings and other customary conditions. The
boards of directors of both companies have unanimously approved the transaction.
"We believe this transaction is strongly beneficial for each of our
shareholder groups," said Sean P. Lance, chairman and chief executive officer
of Chiron. "It will create an integrated company that will emerge as a global
innovator in the treatment and prevention of infectious diseases. We look
forward to a smooth integration by year-end."
"Since June, we have conducted an evaluation of strategic options to
enhance shareholder value," said Wilbur H. Gantz, chairman and chief executive
officer of PathoGenesis. "We are very pleased with this transaction, which
provides a significant premium for our shareholders, and we believe our
shareholders will be pleased as well."
Donaldson, Lufkin and Jenrette is acting as Chiron's financial advisor.
Goldman, Sachs & Co. is representing PathoGenesis.
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PATHOGENESIS CORP.
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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.
ABOUT PATHOGENESIS
Seattle-based PathoGenesis Corp. 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.
NOTE: THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. A FULL DISCUSSION OF THE COMPANY'S OPERATIONS AND
FINANCIAL CONDITION, INCLUDING FACTORS THAT MAY AFFECT ITS BUSINESS AND FUTURE
PROSPECTS, IS CONTAINED IN DOCUMENTS THAT THE COMPANY FILES WITH THE SEC, SUCH
AS FORM 10-Q AND 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 EFFECTIVENESS.
PATHOGENESIS SHAREHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT
REGARDING THE ACQUISITION OF PATHOGENESIS REFERENCED IN THIS NEWS RELEASE, WHICH
WILL BE FILED BY CHIRON AND PICARD ACQUISITION CORP. WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION, AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT
WHICH WILL BE FILED BY PATHOgENESIS WITH THE COMMISSION. THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THIS OFFER. THESE DOCUMENTS WILL BE MADE AVAILABLE TO
ALL SHAREHOLDERS OF PATHOGENESIS AT NO EXPENSE TO THEM. THESE DOCUMENTS ALSO
WILL BE AVAILABLE AT NO CHARGE AT THE SEC's WEB SITE, WWW.SEC.GOV. THIS
PRESENTATION IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SECURITIES OF PATHOGENESIS. THE TENDER OFFER WILL BE MADE SOLELY BY AN
OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL TO BE DISSEMINATED UPON THE
COMMENCEMENT OF THE TENDER OFFER.
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