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Exhibit 99.1
PRESS RELEASE CONTACT: Thomas P. Rice
For Immediate Release President & CEO
October 30, 2000 (410) 843-5000
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
SIGNS DEFINITIVE MERGER AGREEMENT
BALTIMORE, MARYLAND--Chesapeake Biological Laboratories, Inc. (Nasdaq National
Market: CBLI) and Cangene Corporation today announced a definitive merger
agreement under which Cangene will acquire Chesapeake Biological Laboratories in
an all-cash tender offer for $4.60 per share, or approximately $42 million
including Chesapeake Biological Laboratories' outstanding debt of $7.2 million.
Cangene is a biopharmaceutical company that develops, manufactures and markets
specialty plasma products (hyperimmumes) and recombinant therapeutic products
for international markets and a growing contract manufacturing business
capitalizing on the company's proven manufacturing expertise. Cangene is based
in Winnipeg, Manitoba, Canada, and in 1999 was listed in several publications as
one of the fastest growing profitable companies in Canada.
Chesapeake Biological Laboratories is a Baltimore based ISO 9001 certified
pharmaceutical and medical device developer and commercial manufacturing
services provider for parenteral and aseptic products. CBL serves a broad range
of life sciences customers, from major multi-national pharmaceutical firms to
emerging biotechnology companies and has contributed to the development and
production of more than 125 therapeutic products. CBL has particular expertise
in providing contract-manufacturing services for process-sensitive
bio-pharmaceutical products and specializes in services for the formulating,
filling and packaging of client's sterile injectable biopharmaceutical and
pharmaceutical products.
Thomas P. Rice, President and Chief Executive Officer, stated "We look forward
to working with a well capitalized, growing pharmaceutical firm that is
committed to accelerating our growth of pharmaceutical capabilities allowing CBL
to broaden our services to our expanding customer base, enabling CBL to
capitalize on the outsourcing trends in the industry and improve the Company's
competitive position on the national and international level. "
Under the agreement, Cangene will commence a tender offer for CBL common stock
and convertible preferred stock for $4.60 per share in cash. Following
completion of the tender offer, Cangene intends to complete a second-step merger
in which all remaining CBL shareholders will receive the same cash price paid in
the tender offer. The tender offer is expected to close in early January 2001.
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The board of directors of Chesapeake Biological Laboratories has approved the
merger agreement and intends to recommend to the CBL shareholders that they
tender their shares into the proposed offer from Cangene. The executive
officers, board members and selected significant shareholders of CBL have agreed
to tender their approximately 1,800,000 shares (approximately 26%) into the
offer.
The tender offer is subject to customary closing conditions, including the
tender of a majority of Chesapeake Biological Laboratories' outstanding common
stock and obtaining necessary regulatory approvals.
Arnhold and S. Bleichroeder, Inc. acted as financial advisor to Chesapeake
Biological Laboratories and provided a fairness opinion. Piper Marbury Rudnick &
Wolfe LLP acted as legal counsel to CBL.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE SHARES OF CHESAPEAKE
BIOLOGICAL LABORATORIES, INC. AT THE TIME THE OFFER IS COMMENCED, CANGENE'S
SUBSIDIARY WILL FILE A TENDER OFFER STATEMENT AND CHESAPEAKE BIOLOGICAL
LABORATORIES WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION. THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. THE OFFER TO PURCHASE AND THE OTHER OFFER DOCUMENTS
INCLUDED IN THE TENDER OFFER STATEMENT, AS WELL AS THE
SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
SHAREHOLDERS OF CHESAPEAKE BIOLOGICAL LABORATORIES AT NO EXPENSE TO THEM. THESE
AND ANY OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
ALSO BE AVAILABLE FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE
AT WWW.SEC.GOV.
THIS PRESS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH ARE
INTENDED TO BE COVERED BY THE SAFE HARBORS CREATED THEREBY. FORWARD-LOOKING
STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS
THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO
BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
THE COMPANY EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. YOU CAN
IDENTIFY FORWARD-LOOKING STATEMENTS BY THE USE OF FORWARD-LOOKING TERMINOLOGY
SUCH AS "BELIEVES", "EXPECTS", "MAY", "WILL", "SHOULD", "SEEKS",
"APPROXIMATELY", "INTEND" OR "ANTICIPATES".
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