CONTACT: Hal Smith
1-800-743-6632
FOR IMMEDIATE RELEASE
CISTRON AND CELLTECH SIGN MERGER AGREEMENT
__________________________________________
PINE BROOK, N.J., March 22, 2000 -- Celltech Group, plc
(NYSE:CLL; LSE:CCH), a major European-based biopharmaceutical company, and
Cistron Biotechnology, Inc. (OTC:CIST) located here have signed a merger
agreement in which Cistron will become a wholly-owned subsidiary of
Celltech.
Under the agreement, Celltech will purchase Cistron for $18 million.
This includes $8.75 million for intellectual property encompassing anti-
interleukin (IL-1) antibodies as treatments for chronic inflammatory
disorders and about $9.25 million for Cistron's cash reserves. The purchase
will be made with Celltech American Depository Shares, with the price based
on the five-day trailing average through March, 20. The agreement is
intended to qualify as a tax-free reorganization.
In addition, Cistron shareholders will also be entitled to receive up
to $3.5 million in cash and $3.5 million in Celltech stock, net of expenses,
in the event that Aventis Pasteur, subsidiary of Aventis S.A. (NYSE:AVE),
exercises the options previously granted by Cistron to acquire exclusive
licenses to use the IL-1 technology in developing preventative and
therapeutic vaccines. Aventis Pasteur has agreed to pay $3.5 million cash
upon exercise of one option or $7 million if both options are exercised.
This transaction is subject to various conditions, including approval
by appropriate governmental agencies and Cistron's shareholders. Genome
Securities, Inc. acted as financial advisor to Cistron for this transaction.
Celltech Group, based in Slough, Berkshire in the UK, is a major
European-based biopharmaceutical company with substantial operations in the
U.S. The group undertakes drug discovery, development and international
marketing. Celltech is listed on both the New York and London Stock
Exchanges.
Cistron, headquartered in Pine Brook, N.J. was founded in 1984. It is
a biotechnology company that uses recombinant DNA and immunological
techniques to explore certain cytokines and antibodies that may have
therapeutic or diagnostic applications.
###
________________
The press release contains forward-looking statements involving
various risks and uncertainties. There can be no assurance that the merger
will be consummated. Even if consummated, actual results, including the
success of the proposed merger, could differ materially from those projected
due to many factors, including (i) general economic conditions; (ii) condi-
tions specific to the biotechnology industry; (iii) the Company's ability to
develop or acquire new technology or products through licensing, merger or
acquisition and to obtain regulatory approval to commercialize diagnostic or
therapeutic products; (iv) the effectiveness and ultimate market acceptance
of any such products; (v) limitations on third party reimbursements with
respect to any such products; (vi) competition. The Company does not
undertake to update or revise any forward-looking statements contained
herein whether as a result of new information, future events or otherwise.
_________________
Cistron Biotechnology, Inc. shareholders and security holders are
urged to read the proxy statement prospectus regarding the merger transaction
referenced in the foregoing press release, when it becomes available. The
proxy statement/prospectus will contain important information that
shareholders and security holders should consider before making any decision
regarding the merger. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Celltech Group plc and Cistron
Biotechnology, Inc. Shareholders and security holders may obtain a free
copy of the proxy statement/prospectus (when it is available) and other
documents filed by Celltech Group plc with the Commission at the
Commission's web site at www.sec.gov. The proxy statement/prospectus and
these other documents may also be obtained for free from Cistron
Biotechnology, Inc. by directing a request to Cistron Biotechnology, Inc.,
10 Bloomfield Ave., Pine Brook, NJ 07058: telephone: (973)575-1700, e-mail:
[email protected].
