UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of July, 1999
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001-11145
(Commission File No.)
BIOVAIL CORPORATION INTERNATIONAL
(Translation of registrant's name into English)
2488 Dunwin Drive, Mississauga, Ontario L5L 1J9, Canada
(Address of principal executive offices and zip code)
Registrant's Telephone Number, including area code: (416) 285-6000
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F_X_ Form 40-F ___
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ No _X_
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Exhibit 99 (a)
CONTACT: Eugene Melnyk
Chairman of the Board
Robert Podruzny
President
(416) 285-6000
Web Page: www.biovail.com
Investor Relations e-mail:
[email protected]
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
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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.
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.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995.
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To the extent any statements made in this release contain information
that is not historical, these statements are essentially forward looking and are
subject to risks and uncertainties, including the difficulty of predicting FDA
approvals, acceptance and demand for new pharmaceutical products, the impact of
competitive products and pricing, new product development and launch, reliance
on key strategic alliances, availability of raw materials, the regulatory
environment, fluctuations in operating results and other risks detailed from
time to time in the company's filings with the Securities and Exchange
Commission.
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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, thereunto duly authorized.
BIOVAIL CORPORATION INTERNATIONAL
By /s/ John R. Miszuk
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Name: John R. Miszuk
Title: Vice President, Controller
DATE: July 28, 1999
