<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __)(1)
CISTRON BIOTECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
172849 10 1
(CUSIP Number)
John A.D. Slater Copies to:
Celltech Group plc Brian D. Beglin
216 Bath Road Jonathan M. Peterson
Slough, Berkshire Richards & O'Neil, LLP
England SL 1 4EN 885 Third Avenue
(011-44) 1753-777-102 New York, NY 10022-4873
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 21, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. / /
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1. Name of Reporting Persons Celltech Group plc
2. Check the Appropriate Box if a Member of a Group (a) /X/
(See Instructions) (b) / /
3. SEC Use Only
4. Source of Funds OO
5. Check if Disclosure of Legal Proceedings is / /
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization England and Wales
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power N/A
8. Shared Voting Power 3,614,355(1)
9. Sole Dispositive Power N/A
10. Shared Dispositive Power N/A
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 3,614,355(1)
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11) 17.3%
14. Type of Reporting Person CO
(1) 3,614,355 shares of Cistron Biotechnology, Inc. (the "Company") Common Stock
are subject to Voting Agreements and Irrevocable Proxies entered into by
Celltech Group plc ("Celltech"), CGP Acquisition Corp. ("Merger Sub") and
certain stockholders (discussed in Items 3 and 4 below). Celltech and Merger
Sub expressly disclaim beneficial ownership of any of the shares of the
Company's Common Stock covered by the Voting Agreements and Irrevocable
Proxies.
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1. Name of Reporting Persons. CGP Acquisition Corp.
2. Check the Appropriate Box if a Member of a Group (a) /X/
(See Instructions) (b) / /
N/A
3. SEC Use Only
4. Source of Funds OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or place of Organization Delaware
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power N/A
8. Shared Voting Power 3,614,355(1)
9. Sole Dispositive Power N/A
10. Shared Dispositive Power N/A
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 3,614,355(1)
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11) 17.3%
14. Type of Reporting Person CO
(1) 3,614,355 shares of Cistron Biotechnology, Inc. (the "Company") Common Stock
are subject to Voting Agreements and Irrevocable Proxies entered into by
Celltech Group plc ("Celltech"), CGP Acquisition Corp. ("Merger Sub") and
certain stockholders (discussed in Items 3 and 4 below). Celltech and Merger
Sub expressly disclaim beneficial ownership of any of the shares of the
Company's Common Stock covered by the Voting Agreements and Irrevocable
Proxies.
<PAGE>
SCHEDULE 13D
This initial statement on Schedule 13D is filed on behalf of a group
consisting of Celltech Group plc and CGP Acquisition Corp.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share
("Common Stock"), of Cistron Biotechnology, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 10
Bloomfield Avenue, Box 2004, Pine Brook, NJ 07058.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) The name of the persons filing this statement are (i)
Celltech Group plc, a corporation incorporated under the laws of England and
Wales ("Celltech"), and (ii) CGP Acquisition Corp., a newly formed Delaware
corporation and wholly-owned subsidiary of Celltech ("Merger Sub"). Celltech is
principally engaged in operating a biopharmaceutical business. The address of
the principal executive offices and principal business of Celltech is 216 Bath
Road, Slough, Berkshire, England, SL1 4EN. Merger Sub was recently formed for
the sole purpose of effecting the Merger described below. The address of the
principal executive offices and principal business of Merger Sub is c/o Celltech
Medeva, 755 Jefferson Road, Rochester, New York 14623.
The name, address, citizenship and present principal occupation or
employment of each executive officer and director of Celltech and Merger Sub, as
of the date hereof to Celltech's and Merger Sub's knowledge, are set forth in
Annex I hereto, which Annex is incorporated herein by reference. To Celltech's
and Merger Sub's knowledge, there are no controlling stockholders of Celltech.
(d) and (e) Neither Celltech, Merger Sub, nor to Celltech's and Merger
Sub's knowledge, any person named on Annex I hereto has, during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger dated as of March 21, 2000
(the "Merger Agreement") among Celltech, Merger Sub and the Company, and subject
to the conditions set forth therein (including approval by the stockholders of
the Company), Merger Sub will merge with and into the Company and the Company
will become a wholly-owned subsidiary of Celltech (such event constituting the
"Merger"). Once the Merger is consummated, Merger Sub will cease to exist as a
corporation and all of the business, assets, liabilities and obligations of
Merger Sub will be merged into the Company with the Company remaining as the
surviving corporation (the "Surviving Corporation").
As an inducement for Celltech and Merger Sub to enter into the Merger
Agreement and in consideration thereof, certain stockholders of the Company who
are officers and/or directors entered into individual agreements with Celltech
and Merger Sub (collectively, the "Voting Agreements") whereby each such
stockholder (collectively, the "Voting Agreement Stockholders") agreed,
severally and not jointly, to vote all of the shares of Common Stock
beneficially owned by such stockholder in favor of approval and adoption of the
Merger and certain related matters. Pursuant to the Voting Agreements, the
Voting Agreement Stockholders also granted Merger Sub an irrevocable proxy for
the purpose of voting the shares
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of Common Stock held by them in connection with the Merger, as described below.
Celltech and Merger Sub did not pay additional consideration to any Voting
Agreement Stockholder in connection with the execution and delivery of the
Voting Agreements.
References to, and descriptions of, the Merger and the Merger Agreement
as set forth in this Schedule 13D are qualified in their entirety by reference
to the copies of the Merger Agreement included as an Exhibit to the Form 8-K
filed by the Company on March 28, 2000.
References to, and descriptions of, the Voting Agreements as set forth
in this Schedule 13D are qualified in their entirety by reference to the copy
the form of Voting Agreement included as Exhibit 1 to this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Pursuant to the Merger Agreement, if requested by Celltech to do
so, the Company has agreed to request that Aventis Pasteur, a subsidiary of
Aventis S.A. ("Aventis Pasteur"), enter into a voting agreement and irrevocable
proxy in connection with the Merger, in the form of Exhibit 1 hereto. However,
Aventis Pasteur is not obligated to enter into such agreement.
(b) As described in Item 3 above, this statement relates to the Merger
of Merger Sub, a wholly-owned subsidiary of Celltech, with and into the Company
in a statutory merger pursuant to the applicable provisions of Delaware law. At
the effective time of the Merger (the "Effective Time"), the separate existence
of Merger Sub will cease and the Company will continue as the Surviving
Corporation and as a wholly-owned subsidiary of Celltech.
Holders of the outstanding shares of the Company's Common Stock will
receive from Celltech at the Effective Time securities of Celltech with a value
equal to: (i) the sum of $7,750,000 and the amount of the Company's net current
assets as set forth on the Company's balance sheet as of the Effective Time and
(ii) $1,000,000 which will be held in escrow following the Effective Time and
released as of December 31, 2000 (net of deductions for uncollected receivables
and certain other expenses, if any) to the former holders of the Company's
Common Stock. The purchase price payable at the Effective Time will be payable
to the Company's stockholders in Celltech American Depository Shares ("ADSs"),
with the value of the ADSs equal to the five-day trailing average of the closing
price of Celltech's ADSs through March 20, 2000. In connection with the Merger,
holders of the Company's Common Stock will also be entitled to receive up to
$3.5 million in cash and $3.5 million in Celltech ADSs, net of expenses, in the
event that Aventis Pasteur exercises the options previously granted by the
Company to acquire exclusive licenses to use certain of the Company's technology
to develop preventative and therapeutic vaccines. In the event this contingent
consideration becomes payable, the $3.5 million in cash will be paid from the
Company's working capital and the ADSs will again be valued at the five-day
trailing average of the closing price of Celltech's ADSs through March 20, 2000.
Pursuant to the Voting Agreements, the Voting Agreement Stockholders
have agreed to vote the shares of Company Common Stock beneficially owned by
them (the "Voting Agreement Shares") (a) in favor of adoption of the Merger
Agreement and approval of the Merger and (b) against approval or adoption of any
action or agreement made or taken in opposition to or in competition with the
Merger, whether at a meeting of Company stockholders or by any other form of
action of such stockholders. The Voting Agreement Stockholders have also
constituted and appointed Merger Sub, with full power of substitution, their
true and lawful proxy and attorney-in-fact to vote all of the shares of Company
Common Stock beneficially owned by them as of such date in accordance with
clauses (a) and (b) above at any such meeting or pursuant to any such action.
The Voting Agreements terminate upon the earlier to occur of the Effective Time
and such date and time as the Merger Agreement is terminated according to its
terms.
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The purpose of the transactions under the Voting Agreements is to
enable Celltech, Merger Sub and the Company to consummate the transactions
contemplated under the Merger Agreement.
(c) Not applicable.
(d) Pursuant to the Merger Agreement, upon consummation of the Merger,
the directors and officers of Merger Sub shall become the directors and officers
of the Surviving Corporation. At present, Peter Allen is the sole director and
sole officer of Merger Sub. See Annex I hereto.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of Merger Sub, as in effect immediately prior to the Merger, shall be the
Certificate of Incorporation of the Surviving Corporation until thereafter
amended as provided by Delaware law and such Certificate of Incorporation. Upon
consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately
prior to the Merger, shall be the Bylaws of the Surviving Corporation until
thereafter amended.
(h) - (i) If the Merger is consummated as planned, the Company's Common
Stock will be deregistered under the Securities Exchange of 1934, as amended
(the "Act") and will cease to trade in the over-the-counter market.
(j) Other than as described above, Celltech currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although Celltech reserves the right to develop such
plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the Voting Agreements, Celltech and Merger Sub
may be deemed to be the beneficial owners of at least 3,614,355 shares of
Company Common Stock. Such Company Common Stock constitutes approximately 17.3%
of the issued and outstanding shares of Company Common Stock based on the number
of shares of Company Common Stock outstanding as of March 21, 2000 (as
represented by the Company in the Merger Agreement discussed in Items 3 and 4).
Celltech and Merger Sub may be deemed to have the shared power to vote the
shares with respect to those matters described above. However, Celltech and
Merger Sub are not entitled to any rights as a stockholder of the Company and
disclaim any beneficial ownership of the shares of Company Common Stock which
are covered by the Voting Agreements.
To Celltech's and Merger Sub's knowledge, no person listed on Annex I
has an ownership interest in the Company.
Set forth on Annex II are the names and addresses of the stockholders
of the Company that have entered into a Voting Agreement with Celltech and
Merger Sub, and their present principal occupation or employment, including the
name, principal business and address of any corporation or other organization in
which such employment is conducted, to Celltech's and Merger Sub's knowledge.
To Celltech's and Merger Sub's knowledge, none of the persons named on
Annex II hereto has, during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining
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future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation of such laws.
(c) To Celltech's and Merger Sub's knowledge, no transactions in the
class of securities reported have been effected during the past sixty days by
any person named in Item 2.
(d) To Celltech's and Merger Sub's knowledge, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities of the Company reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits thereto, including the
Voting Agreements, to Celltech's knowledge, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
and between such persons and any person with respect to any securities of the
Company, including but not limited to the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 Form of Voting Agreement and Irrevocable Proxy, dated as
of March 21, 2000, between Celltech Group plc, CGP
Acquisition Corp. and each of the stockholders of
Cistron Biotechnology, Inc. set forth on Annex II.
2 *Agreement and Plan of Merger, dated as of March 21,
2000, between Cistron Biotechnology, Inc., Celltech
Group plc and CGP Acquisition Corp.
3 Joint Filing Agreement, dated as of March 29, 2000,
between Celltech Group plc and CGP Acquisition Corp.
</TABLE>
- ----------
* Incorporated by reference to the 8-K filed by Cistron Biotechnology, Inc. on
March 28, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: March 30, 2000 CELLTECH GROUP PLC
/s/ Peter Allen
--------------------------------------
Peter Allen
Director
CGP ACQUISITION CORP.
/s/ Peter Allen
--------------------------------------
Peter Allen
President
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 Form of Voting Agreement and Irrevocable Proxy, dated as
of March 21, 2000, between Celltech Group plc, CGP
Acquisition Corp. and each of the stockholders of Cistron
Biotechnology, Inc. set forth on Annex II.
2 *Agreement and Plan of Merger, dated as of March 21,
2000, between Cistron Biotechnology, Inc., Celltech
Group plc
and CGP Acquisition Corp.
3 Joint Filing Agreement dated as of March 29, 2000, between
Celltech Group plc and CGP Acquisition Corp.
</TABLE>
* Incorporated by reference to the 8-K filed by Cistron Biotechnology, Inc. on
March 28, 2000.
<PAGE>
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF CELLTECH GROUP PLC
The name and present principal occupation and employment of each
executive officer and director of Celltech is set forth below. The business
address of each person listed below is c/o Celltech Group plc, 216 Bath Road,
Slough, Berkshire, England SL 1 4EN. To Celltech's and Merger Sub's knowledge,
each person listed below is a citizen of the United Kingdom, except for Dr.
Marvin Jaffe, who is a citizen of the United States.
<TABLE>
<CAPTION>
Present Principal
Name and Title Occupation and Employment
-------------- -------------------------
<S> <C>
John Jackson* Celltech Group plc
Chairman
John Baker Celltech Group plc
Deputy Chairman*
Hugh Collum Celltech Group plc
Deputy Chairman*
Dr. Peter Fellner Celltech Group plc
Group Chief Executive
Peter Allen Celltech Group plc
Group Chief Financial Officer
Garry Watts Celltech Group plc
Chief Executive Officer of Celltech Medeva
John Ferguson Celltech Group plc
European Director of Celltech Medeva
Dr. Robert Jackson Celltech Group plc
Research & Development Director
Dr. Melanie Lee Celltech Group plc
Director of Discovery
Sir Tom Blundell Head of Department of Biochemistry
Non-executive Director University of Cambridge
80 Tennis Court Road
Cambridge CB2 1QW
Dr. Bill Bogie Celltech Group plc
Non-executive Director
</TABLE>
* Non-executive.
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<TABLE>
<CAPTION>
Present Principal
Name and Title Occupation and Employment
-------------- -------------------------
<S> <C>
Professor Chris Edwards Principal
Non-executive Director Imperial College School of Medicine
Sir Alexander Fleming Building
Exhibition Road
London SW7 2AZ
Dr. Marvin Jaffe Celltech Group plc
Non-executive Director
Mick Newmarch Celltech Group plc
Non-executive Director
Dr. Barry Price Celltech Group plc
Non-executive Director
Dr. Peter Read Celltech Group plc
Non-executive Director
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF CGP ACQUISITION CORP.
The name and present principal occupation and employment of each
executive officer and director of Merger Sub is set forth below. The business
address of each person listed below is c/o Celltech Group plc, 216 Bath Road,
Slough, Berkshire, England SL 1 4EN. To Celltech's and Merger Sub's knowledge,
each person listed below is a citizen of the United Kingdom.
<TABLE>
<CAPTION>
Present Principal
Name and Title Occupation and Employment
-------------- -------------------------
<S> <C>
Peter Allen Celltech Group plc
President, Director Group Chief Financial Officer
</TABLE>
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ANNEX II
The following table sets forth the name and present principal
occupation and employment of each Company stockholder that entered into a Voting
Agreement with Celltech and Merger Sub. Except as indicated below, the business
address of each such person is c/o Cistron Biotechnology, Inc., 10 Bloomfield
Avenue, Box 2004, Pine Brook, New Jersey 07058. To Celltech's and Merger Sub's
knowledge, each person listed below is a citizen of the United States.
<TABLE>
<CAPTION>
Voting Agreement Stockholder Shares Beneficially Owned
---------------------------- -------------------------
<S> <C>
Isidore S. Edelman 2,516,055*
Director and Chief Executive Officer, the Company
Robert Wood Johnson, Jr., Professor of
Biochemistry, Director of Columbia
University's Genome Center
464 Riverside Drive, Apt. 6D
New York, NY 10027
Franklin J. Iris 50,000*
Director, the Company
Founder and Principal, Iris & Associates
64 Powderhorn Drive
Wayne, NJ 07470
Robert W. Naismith 400,000
Director, the Company
Chairman and Chief Executive Officer,
Emedsecurities, Inc.
800 James Avenue
Scranton, PA 18510
Jonathan Rothschild 647,500*
Chief Financial Officer and Director, the Company
7413 Skyline Drive
Fort Lee, NJ 07024
</TABLE>
* Includes 50,000 shares of the Company's Common Stock which such person has
the right to acquire upon the exercise of options within 60 days of this
statement, as to which such person disclaims beneficial ownership.
<PAGE>
<TABLE>
<S> <C>
Frank G. Stout 800
Director, the Company
Vice President-Research Administration,
New England Medical Center Hospitals, Inc.
(Tufts University)
46 Royal Crest Drive #12
N. Andover, MA 01845 ----------
3,614,355
</TABLE>
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EXHIBIT 1
FORM OF
VOTING AGREEMENT AND IRREVOCABLE PROXY
([NAME OF STOCKHOLDER])
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") is
entered into as of March 21, 2000 by Celltech Group plc, a company incorporated
under the laws of England ("Parent"), CGP Acquisition Corp., a Delaware
corporation ("Merger Subsidiary"), and ________________ (the "Stockholder").
WHEREAS, Parent, Merger Subsidiary and Cistron Biotechnology,
Inc., a Delaware corporation (the "Company"), will enter into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant
to which Merger Subsidiary will be merged with and into the Company, with the
Company as the surviving corporation of such merger (the "Merger") (all
capitalized terms used but not defined herein shall have the meanings given such
terms in the Merger Agreement);
WHEREAS, the Stockholder is an officer and/or director of the
Company and the beneficial owner of ___________ outstanding Shares; and
WHEREAS, the Stockholder desires to execute and deliver this
Agreement solely in his capacity as a holder of Shares.
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. DISPOSITION OF SHARES
During the period from the date hereof through the earlier of (i)
the date on which the Merger is consummated or (ii) 30 days after the date on
which the Merger Agreement is terminated according to its terms (such period
hereinafter referred to as the "Term"), the Stockholder shall not, directly or
indirectly, and shall cause each record holder not to, directly or indirectly,
(a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other agreement or understanding with respect to
the sale, transfer, pledge, encumbrance, assignment or other disposition of, any
Shares over which he has or hereafter (until the date that this Agreement is
terminated) shall have voting control ("Controlled Shares"), (b) transfer or
voluntarily relinquish the voting rights with respect to any Shares, or grant
any proxies for any Shares with respect to any matters described in Section 2(a)
hereof (other than a proxy directing the holder thereof to vote the Controlled
Shares in a manner required by Section 2(a) hereof), (c) deposit any Shares into
a voting trust or enter into a voting agreement with respect to any Shares with
respect to any of the matters described in Section 2(a) hereof, or tender any
Shares in a transaction other than a transaction contemplated by the Merger
Agreement, or (d) take any action which is intended to have the effect of
preventing or disabling the Stockholder from performing its obligations under
this Agreement; provided, however, that nothing herein shall prevent the sale,
transfer, pledge, encumbrance, assignment or other disposition of any of such
Shares, provided that the purchaser, transferee, pledgee or assignee thereof
agrees in writing to be bound by the terms of this Agreement.
<PAGE>
Section 2. VOTING AND IRREVOCABLE PROXY
(a) During the Term, the Stockholder shall cast or cause to be
cast all votes attributable to the Controlled Shares, at any annual or special
meeting of Stockholders of the Company, including any adjournments or
postponements thereof, or in connection with any written consent or other vote
of Stockholders, (i) in favor of adoption of the Merger Agreement and approval
of the Merger and the other transactions contemplated by the Merger Agreement
(including any amendments or modifications of the terms of the Merger Agreement
approved by the board of directors of the Company that would not materially
adversely affect the Stockholder in his capacity as beneficial owner of Shares)
and (ii) against approval or adoption of any action or agreement (other than the
Merger Agreement or the transactions contemplated thereby) made or taken in
opposition to or in competition with the Merger.
(b) The Stockholder hereby constitutes and appoints Merger
Subsidiary, which shall act by and through Peter Allen, John Slater or Ian
Nicholson (each, a "Proxy Holder"), and each of them, with full power of
substitution, his true and lawful proxy and attorney-in-fact to vote at any
meeting or other form of action of Stockholders of the Company referred to in
Section 2(a) hereof, all of his Controlled Shares as of the date of such meeting
or action (i) in favor of those matters set forth in Section 2(a)(i) hereof, and
(ii) against those matters set forth in Section 2(a)(ii) hereof. Such proxy
shall be limited to the power to vote such Controlled Shares in the manner set
forth in the preceding sentence and shall not extend to other matters. The
Stockholder acknowledges that the proxy granted hereby is coupled with an
interest and is irrevocable to the full extent permitted by the DGCL.
(c) The Stockholder will retain the right to vote his Controlled
Shares, in his sole discretion, on all matters other than those described in
Section 2(a) hereof, and the Stockholder may grant proxies and enter into voting
agreements or voting trusts for his Shares in respect of such other matters.
Section 3. NON SOLICITATION
During the Term, the Stockholder (a) shall not, and shall not
permit any of his Affiliates, agents, investment bankers, financial advisors,
attorneys, accountants, brokers, finders or other representatives retained by it
to (i) invite, initiate, solicit, respond to or encourage, directly or
indirectly, any inquiries, proposals, discussions or negotiations or the making
or implementation of any Acquisition Proposal, or (ii) engage in any discussions
or negotiations with or provide any confidential or non-public information or
data to, any person relating to an Acquisition Proposal, or otherwise facilitate
any effort or attempt to make or implement an Acquisition Proposal; and (b)
shall notify Parent immediately if the Stockholder receives any such inquiries
or proposals, or any requests for such information, or if any such negotiations
or discussion are sought to be initiated or continued with the Stockholder.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder represents and warrants to Parent and Merger
Subsidiary as follows:
<PAGE>
(a) The Stockholder has the legal capacity, power, authority and
right (contractual or otherwise) to execute and deliver this Agreement and to
perform his obligations hereunder.
(b) This Agreement has been duly executed and delivered by the
Stockholder and constitutes a valid and binding obligation of the Stockholder
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights and
general principles of equity.
(c) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
violate any court order, judgment or decree applicable to the Stockholder, or
conflict with or result in any breach of or constitute a default (or an event
which with notice or lapse of time or both would become a default) under any
contract or agreement to which the Stockholder is a party or by which the
Stockholder is bound or affected, which conflict, violation, breach or default
would materially and adversely affect the Stockholder's ability to perform any
of his obligations under this Agreement.
(d) Subject to required filings (if any) under applicable
securities laws, the Stockholder is not required to give any notice or make any
report or other filing with any governmental authority in connection with the
execution or delivery of this Agreement or the performance of the Stockholder's
obligation hereunder and no waiver, consent, approval or authorization of any
governmental or regulatory authority or any other person or entity is required
to be obtained by the Stockholder for the performance of the Stockholder's
obligations hereunder, other than where the failure to make such filings, give
such notices or obtain notices or obtain such waivers, consents, approvals or
authorizations would not materially and adversely affect the Stockholder's
ability to perform this Agreement.
(e) The number of Shares set forth opposite the name of the
Stockholder on SCHEDULE 1 hereto are the only Shares owned beneficially or of
record by the Stockholder or over which he exercises voting control.
Section 5. FURTHER ASSURANCES
During the Term, the Stockholder shall make such filings as may be
required under applicable securities laws and, upon the request of Parent,
execute and deliver such documents and take such actions as Parent may
reasonably deem necessary to effectuate the purposes of this Agreement.
Section 6. DESCRIPTIVE HEADINGS
The descriptive headings herein are inserted for convenience only
and are not intended to be part of or to affect the meaning or interpretation of
this Agreement.
<PAGE>
Section 7. COUNTERPARTS
This Agreement may be executed in counterparts, each of which when
so executed and delivered shall be an original, but all of such counterparts
shall together constitute one and the same instrument.
ENTIRE AGREEMENT; ASSIGNMENT
This Agreement (i) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties hereto with respect to the subject matter hereof and (ii) shall not be
assigned by operation of law or otherwise.
Section 8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(b) The Stockholder hereby submits and consents to non-exclusive
personal jurisdiction in any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby in a federal court located in
the Southern District of New York or in a New York state court located in the
County of New York. Any process, summons, notice or document delivered by mail
to the address set forth on SCHEDULE 1 hereto shall be effective service of
process for any action, suit or proceeding in any such court with respect to any
matters to which the Stockholder has submitted to jurisdiction in this Section
9. The Stockholder irrevocably and unconditionally waives any objection to the
laying of venue of any action, suit or proceeding arising out of this Agreement
or the transactions contemplated hereby in any New York state court located in
the County of New York or any federal court located in the Southern District of
New York, and hereby irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum. THE
STOCKHOLDER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT.
Section 9. SPECIFIC PERFORMANCE
The parties hereto agree that if any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached, irreparable damage would occur, no adequate remedy at law
would exist and damages would be difficult to determine, and that the parties
shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.
Section 10. PARTIES IN INTEREST
This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person or persons any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
<PAGE>
Section 11. AMENDMENT; WAIVERS
This Agreement shall not be amended, altered or modified except by
an instrument in writing duly executed by each of the parties hereto. No delay
or failure on the part of any party hereto in exercising any right, power or
privilege under this Agreement shall impair any such right, power or privilege
or be construed as a waiver of any default or any acquiescence thereto. No
single or partial exercise of any such right, power or privilege shall preclude
the further exercise of such right, power or privilege, or the exercise of any
other right, power or privilege. No waiver shall be valid against any party
hereto, unless made in writing and signed by the party against whom enforcement
of such waiver is sought, and then only to the extent expressly specified
therein.
Section 12. CAPACITY OF STOCKHOLDER
The Stockholder has executed this Agreement solely in his capacity
as a Stockholder of the Company and not in his capacity as an officer, director
or employee of the Company. Without limiting the foregoing, nothing in this
Agreement shall limit or affect any actions taken by the Stockholder in
fulfillment of his responsibilities as an officer, director or employee of the
Company in connection with the exercise of the Company's rights under the Merger
Agreement.
Section 13. TERMINATION
This Agreement shall terminate immediately upon the earlier of (i)
the date on which the Merger Agreement is terminated in accordance with its
terms or (ii) the consummation of the Merger. None of the representations,
warranties, covenants or agreements in this Agreement shall survive the
termination of this Agreement; PROVIDED, HOWEVER, that nothing contained herein
shall release the Stockholder from any liability arising from any breach of any
of its representations, warranties, covenants or agreements in this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement, or have caused this Agreement to be duly executed and
delivered in their names and on their behalf, as of the date first written
above.
CELLTECH GROUP PLC
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
CGP ACQUISITION CORP.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
---------------------------------
[Name]
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
Name of Record Number of Shares
And Beneficial Owner Number of Shares Under Voting Control
- -------------------- ---------------- --------------------
<S> <C> <C>
</TABLE>
Any process, summons, notice or document delivered by mail pursuant to Section 9
hereof to the beneficial or record holder set forth on this SCHEDULE 1, should
be delivered to:
[address]
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date (the "Schedule 13D") with respect
to the beneficial ownership by the undersigned of shares of common stock, par
value $.01 per share, of Cistron Biotechnology, Inc., a Delaware corporation, is
being, and any and all amendments thereto may be, filed on behalf of each of the
undersigned.
This Agreement may be executed in counterparts, each of which will be
deemed an original, but all of which together shall constitute one and the same
instrument.
Dated as of: March 29, 2000
CELLTECH GROUP PLC
By: /s/ Peter Allen
----------------------
Peter Allen
Director
CGP ACQUISITION CORP.
By: /s/ Peter Allen
----------------------
Peter Allen
President
