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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 (Date of earliest event reported): December 4, 1998
FISHER SCIENTIFIC INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
1-10920 02-0451017
(Commission File No.) (IRS employer identification no.)
Liberty Lane, Hampton, New Hampshire 03842
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (603) 926-5911
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ITEM 2: ACQUISITION OR DISPOSITIONS OF ASSETS
On December 4, 1998, Fisher Scientific International Inc. (the
"Company" or "Fisher") acquired approximately 72% of the share capital of
Bioblock Scientific S.A. ("Bioblock"), a French company, for a total purchase
price of approximately FrF 610 million (about $108 million based on the
exchange rate of FrF 5.67 = $1.00).
Bioblock, headquartered at Strasbourg, is a leading distributor of
scientific instruments and laboratory material in France, with sales of FrF 423
million for its fiscal year ended June 30, 1998. Bioblock shares are listed on
the Second Marche' (Second Market) of the French Stock Exchange (in Lyons,
France) under the symbol "BBL", as well as on the Freiverkehr of the Stuttgart
Stock Exchange.
Fisher acquired approximately 1.5 million shares of common stock of
Bioblock (representing 72% of its issued and outstanding share capital) from
Mr. Pierre Block, Chairman of the Board and founder of Bioblock, and members of
the Block family for a price of FrF 415 per share ($73.19). This price, which
represents a 22% premium to the last quoted price for Bioblock shares prior to
the announcement of the acquisition, was reached through negotiations between
Fisher and the Block family. Fisher purchased these shares through its French
subsidiary, Fisher Scientific Holdings France S.A. ("Fisher France"). The
sellers included certain holding companies controlled by the Block family.
As required by French securities law, on December 15, 1998, Fisher
France commenced a cash tender offer for the remaining 565,000 shares of common
stock of Bioblock (representing 28% of its share capital) at the same price per
share as that paid to the Block family. The tender offer will expire on
December 30, 1998. If all of these shares are tendered, Fisher's aggregate
purchase price for all of Bioblock shares will be approximately FrF 850 million
($150 million).
If Fisher holds 95% or more of the voting rights of Bioblock after the
tender offer, Fisher intends to implement the procedures provided by French law
for the mandatory tender of the remaining shares and the de-listing of Bioblock
from the French Stock Exchange. Fisher also intends to de-list Bioblock from
the Freiverkehr Stock Exchange.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
Not applicable.
Pursuant to the requirements of the Securities Exchange of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FISHER SCIENTIFIC INTERNATIONAL INC.
By: /s/ Todd DuChene
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Name: Todd DuChene
Title: Vice President, General Counsel and Secretary
Dated: December 18, 1998
