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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 25, 1999
Fuisz Technologies Ltd.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27082 52-1579474
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
14555 Avion Parkway, Chantilly, VA 20151
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 995-2400
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On July 25, 1999, Fuisz Technologies Ltd. ("Fuisz") entered into a
Merger Agreement (the "Merger Agreement") with Biovail Corporation
International ("Biovail"). Pursuant to the Merger Agreement, Biovail plans
to commence a cash tender offer (the "Offer") to purchase such number of
outstanding shares of common stock, par value $0.01 per share ("Common
Stock"), of Fuisz which will result in Biovail's beneficial ownership of 49%
of the outstanding Common Stock of Fuisz. The Merger Agreement contemplates
that, after Biovail's purchase of Common Stock pursuant to the Offer, Fuisz
will become a wholly owned subsidiary of Biovail (the "Merger"). In
connection with the Merger, all remaining outstanding shares of Common Stock
of Fuisz will be exchanged for shares of common stock of Biovail, at a ratio
of one share of Common Stock of Fuisz for 0.1194 shares of common stock of
Biovail, subject to certain adjustments. The Merger is subject to approval
by the shareholders of Fuisz and satisfaction or waiver of certain other
conditions.
On July 26, 1999, a press release was issued relating to the execution
of the Merger Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the Indenture dated October 22, 1997 governing Fuisz's 7%
Convertible Subordinated Debentures due 2004 (the "Debentures"), in the event
of a "Repurchase Event" (as defined therein), each holder of Debentures may,
at such holder's option, require Fuisz to purchase all or part of such
holder's Debentures. Fuisz believes that the consummation of the Merger as
presently contemplated under the Merger Agreement would constitute a
"Repurchase Event" as defined in the Indenture.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
EXHIBIT DESCRIPTION
99.1 Press Release dated July 26, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this current report to be signed on its behalf by
the undersigned hereunto duly authorized.
FUISZ TECHNOLOGIES LTD.
Date: July 28, 1999 By: /s/Stephen H. Willard
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Name: Stephen H. Willard
Title: Executive Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
99.1 Press Release dated July 26, 1999.
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CONTACT: EUGENE MELNYK, CHAIRMAN OF THE BOARD
ROBERT PODRUZNY, PRESIDENT
(416) 285-6000
WEB PAGE: WWW.biovail.com
FOR IMMEDIATE RELEASE
BIOVAIL TO ACQUIRE FUISZ TECHNOLOGIES
ACQUISITION TO EXPAND BIOVAIL'S PIPELINE OF PRODUCTS AND DELIVERY PLATFORMS
TORONTO, CANADA/CHANTILLY, VIRGINIA, July 26, 1999--Biovail Corporation
International (NYSE, TSE: BVF) ("Biovail") and Fuisz Technologies Ltd.
(Nasdaq: FUSE) ("Fuisz") today announced that they have entered into a
definitive Merger Agreement for Biovail to acquire Fuisz in a two-stage cash
and stock transaction that values Fuisz at $7.00 per share, or approximately
$154 million, based on Biovail's closing share price of $58.625 on July 23,
1999. Fuisz has outstanding debt of approximately $91 million, for a total
transaction value of approximately $245 million.
Under the terms of the agreement, which has been approved by the
Boards of Directors of both companies, Biovail will promptly commence a cash
tender offer for a number of the outstanding common shares of Fuisz, which
will result in Biovail owning 49% of the outstanding common shares of Fuisz.
Upon completion of the cash tender, the remaining outstanding common shares
of Fuisz will be exchanged for Biovail common shares in the ratio of 1 common
share of Fuisz for 0.1194 common share of Biovail (the "Exchange Ratio"),
subject to adjustment as provided in the Merger Agreement. The merger is
subject to approval by the shareholders of Fuisz, expiration of the required
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and other customary conditions.
Biovail currently beneficially owns approximately 19.2% of the
outstanding common shares of Fuisz.
The acquisition will be accounted for by Biovail using the purchase
method of accounting and will reflect a one-time charge for the acquisition
of in-process research and development as determined through independent
assessment and valuation. Fuisz has advised Biovail that it expects its
results for the fiscal quarter ended June 30, 1999 to be significantly below
market expectations. The transaction is expected to be neutral to Biovail's
earnings in 1999 and accretive in 2000. It is expected that the transaction
will close in the fourth quarter of 1999.
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Eugene Melnyk, Chairman of the Board of Biovail, commented, "The
acquisition of Fuisz allows Biovail to significantly expand its pipeline of
products and drug delivery platforms. The microsphere technology and rapid
dissolving formulations developed by Fuisz provide exciting potential for
application on a wide array of drugs that will benefit from Fuisz's improved
controlled release and taste masking technologies. We are confident that the
technology platforms developed by Fuisz, in combination with those of
Biovail, provide us with the foundation and leverage for a very broad
portfolio of exciting applications."
Dr. Richard Fuisz, Chairman of the Board of Fuisz Technologies
commented, "The combination with Biovail should ultimately allow the
shareholders of Fuisz to attain the level of success that befits the
development of this extremely strong technological base. I have confidence
that Eugene Melnyk will lead the way to substantive added value to our
shareholders."
Donaldson, Lufkin & Jenrette acted as financial advisor to Biovail and
Warburg Dillon Reed LLC acted as financial advisor to Fuisz.
Fuisz Technologies Ltd. is engaged in the development, manufacture and
commercialization of a wide variety of pharmaceutical and healthcare products
which utilize its proprietary CEFORM(TM), SHEARFORM(TM), and other drug
delivery technologies.
Biovail Corporation International is an international full-service
pharmaceutical company engaged in the formulation, clinical testing,
registration and manufacture of drug products utilizing advanced drug
delivery technologies.
The statements in this press release may contain forward-looking
statements that involve a number of risks and uncertainties. In addition to
the matters described in this press release, the success of integration of
operations, the degree of dilution, the success of product approvals and
marketing opportunities for each company's products, and the success in
discovery research as well as other risks and uncertainties detailed from
time to time in Securities and Exchange Commission reports filed by Biovail
and Fuisz may affect the actual results achieved by Biovail and Fuisz.
Biovail and Fuisz disclaim any intent or obligation to update these
forward-looking statements.
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