SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 23, 1999
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-19131
Delaware 52-1555759
(State of Incorporation) (I.R.S. Employer
Identification No.)
35 West Watkins Mill Road, Gaithersburg, MD 20878
(Address of principal executive office (Zip Code)
Registrant's telephone number, including area code (301) 417-0770
No Exhibits are being filed with this report
CytoGam, RespiGam and Synagis are registered trademarks of the Company.
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MEDIMMUNE, INC.
Current Report on Form 8-K
ITEM 5. OTHER EVENTS
MedImmune, Inc. reported the information contained in the following press
release dated November 23, 1999:
FOR IMMEDIATE RELEASE
MEDIMMUNE COMPLETES ACQUISITION OF U.S. BIOSCIENCE
Gaithersburg, MD, and West Conshohocken, PA, November 23, 1999 --- MedImmune,
Inc. (Nasdaq: MEDI) and U.S. Bioscience (Amex: UBS) have completed their
previously announced merger following today's approval of the transaction by
U.S. Bioscience shareholders. U.S. Bioscience stockholders will receive 0.15
MedImmune shares for each U.S. Bioscience share they own, with cash to be paid
in lieu of fractional shares.
The merger has an approximate equity value of $580 million, or a transaction
value of $529 million (net of cash and investments), based on 30.5 million fully
diluted U.S. Bioscience shares and MedImmune's last sale price as quoted on
NASDAQ on November 22, 1999 of $126.75 per share.
MedImmune, Inc. located in Gaithersburg, Maryland, is a biotechnology company
focused on developing and marketing products that address medical needs in areas
such as infectious disease, transplantation medicine, autoimmune disorders and
cancer.
U.S. Bioscience, Inc., based in West Conshohocken, Pennsylvania, is a
pharmaceutical company primarily specializing in the development and
commercialization of products for patients with cancer.
This announcement may contain, in addition to historical information, certain
forward-looking statements that involve risks and uncertainties. Such statements
reflect management's current views and are based on certain assumptions. Actual
results could differ materially from those currently anticipated as a result of
a number of factors. Risk factors and uncertainties are discussed in the
company's filings with the U.S. Securities and Exchange Commission, including
the combined proxy statement/S-4 Registration Statement filed in connection with
the U.S. Bioscience acquisition, and include, without limitation, the risks to
successfully integrate the operations of the two companies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDIMMUNE, INC.
----------------
(Registrant)
/s/David M. Mott
November 23, 1999 ----------------
Signed by: David M. Mott, Vice Chairman and
Chief Financial Officer
