SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 1997
ICN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11397 33-0628076
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
Incorporation)
3300 Hyland Avenue, Costa Mesa, California 92626
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (714) 545-0100
Not Applicable
(Former name or address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) In August 1997, ICN Puerto Rico, Inc. (the "Subsidiary")
acquired the worldwide rights (except India) to seven
products: Alloferin, Ancotil, Glutril, Limbitrol, Mestinon,
Prostigmin and Protamin from F. Hoffmann-La Roche Ltd
("Roche"). The Subsidiary also obtained worldwide rights
outside of the United States and India to Efudix and Librium.
Registrant received the product rights in exchange
for $90,000,000 payable in a combination
1,600,000 shares of Registrant's common stock valued
at $40,000,000 and 2,000 shares of a new issue of
Registrant's convertible preferred stock valued at
$50,000,000. Each share of the Registrant's
convertible preferred stock is convertible into 1,000
shares of common stock at a conversion price
equivalent to $25 per share. The Registrant
guaranteed Roche a price initially at $25.75 per
share of common stock, increasing at a rate of 6% per
annum for three years, with the Registrant being
entitled to any proceeds realized by Roche from the
sale of these shares during the guarantee period in
excess of the guaranteed price. Also in August 1997,
the Subsidiary purchased Roche's Humacao, Puerto Rico
manufacturing plant (the "Humacao, Puerto Rico
Plant"), which meets current U.S. Food and Drug
Administration Good Manufacturing Practices for
various products, including: Aleve, Naprosyn, EC
Naprosyn, Anaprox and Cytovene, for $55,000,000 in
cash (the source of which was working capital and the
proceeds of a debt offering in August 1997). Simultaneously,
Roche leased the Humacao, Puerto Rico Plant from the
Registrant for two years at $8,000,000 per annum. On
December 5, 1997, the Registrant acquired the
worldwide rights to Levo-Dromoran and Tensilon from
subsidiaries of Roche, and pursuant to an option
granted by Roche to the Registrant in connection with
the August 1997 transaction, the Registrant obtained
the U.S. rights to Efudix and Librium for a total
aggregate purchase price of approximately $89,000,000
(the purchase price for which was paid utilizing the
price appreciation in the common stock issued to
Roche in August 1997).
The description of the acquisitions is a summary and as
such is not intended to be complete and is subject to and
qualified by reference to the agreements relating to the
acquisitions, which are attached as exhibits hereto
and incorporated by reference herein. Also
incorporated by reference, and attached hereto as an
exhibit, is a press release issued by the Registrant
on December 8, 1997 concerning the Registrant's
acquisition of certain products from Roche.
(b) Roche marketed the pharmaceutical products internationally
and used the Humacao, Puerto Rico Plant for the manufacture
and distribution of pharmaceutical products. Registrant
intends to use the assets for the same purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Registrant intends to file the required financial
statements within 60 days of the date that this report
is required to be filed.
(b) Pro forma financial information.
Registrant intends to file the required pro forma
financial information within 60 days of the date that
this report is required to be filed.
(c Exhibits.
2.1 Asset Purchase Agreement between F. Hoffmann - LaRoche
Ltd, ICN Puerto Rico Inc. and ICN Pharmaceuticals,
Inc., dated June 20, 1997, as amended by the Amended
Agreement dated August 7, 1997, previously filed as
Exhibit 10.1 to Registration Statement No. 333-35241 on
Form S-3, which is incorporated herein by reference, as
amended by the Second Amended Agreement between F.
Hoffmann - LaRoche Ltd, ICN Puerto Rico, Inc., and ICN
Pharmaceuticals, Inc.
2.2 Form of Asset Purchase Agreement by and between
Hoffmann - LaRoche Inc., a New Jersey corporation, and
ICN Pharmaceuticals, Inc., a Delaware corporation,
dated as of October 30, 1997, previously filed as
Exhibit 10.1 to Quarterly Report on Form 10-Q for the
three months ended September 30, 1997, dated November
14, 1997, which is incorporated herein by reference.
2.3 Form of Asset Purchase Agreement by and between Roche
Products Inc., a Panamanian corporation, and ICN
Pharmaceuticals, Inc., a Delaware corporation, dated as
of October 30, 1997, previously filed as Exhibit 10.2
to Quarterly Report on Form 10-Q for the three months
ended September 30, 1997, dated November 14, 1997,
which is incorporated herein by reference.
2.4 Form of Asset Purchase Agreement by and between Syntex
(F.P.) Inc., a Delaware corporation, Syntex (U.S.A.)
Inc., a Delaware corporation, ICN Puerto Rico, Inc., a
Puerto Rico corporation, and ICN Pharmaceuticals, Inc.,
a Delaware corporation, dated as of June 13, 1997,
previously filed as Exhibit 10.3 to Quarterly Report on
Form 10-Q for the three months ended September 30,
1997, dated November 14, 1997, which is incorporated
herein by reference.
99. Press Release dated December 8, 1997.
EXHIBIT INDEX
2.1 Asset Purchase Agreement between F. Hoffmann - LaRoche Ltd, ICN
Puerto Rico Inc. and ICN Pharmaceuticals, Inc., as amended by the
Amended Agreement dated August 7, 1997, previously filed as
Exhibit 10.1 to Registration Statement No. 333-35241 on Form S-3,
which is incorporated herein by reference, as amended by the
Second Amended Agreement between F. Hoffmann - LaRoche Ltd, ICN
Puerto Rico, Inc., and ICN Pharmaceuticals, Inc.
2.2 Form of Asset Purchase Agreement by and between Hoffmann -
LaRoche Inc., a New Jersey corporation, and ICN Pharmaceuticals,
Inc., a Delaware corporation, dated as of October 30, 1997,
previously filed as Exhibit 10.1 to Quarterly Report on Form 10-Q
for the three months ended September 30, 1997, dated November 14,
1997, which is incorporated herein by reference.
2.3 Form of Asset Purchase Agreement by and between Roche Products
Inc., a Panamanian corporation, and ICN Pharmaceuticals, Inc., a
Delaware corporation, dated as of October 30, 1997, previously
filed as Exhibit 10.2 to Quarterly Report on Form 10-Q for the
three months ended September 30, 1997, dated November 14, 1997,
which is incorporated herein by reference.
2.4 Form of Asset Purchase Agreement by and between Syntex (F.P.)
Inc., a Delaware corporation, Syntex (U.S.A.) Inc., a Delaware
corporation, ICN Puerto Rico, Inc., a Puerto Rico corporation,
and ICN Pharmaceuticals, Inc., a Delaware corporation, dated as
of June 13, 1997, previously filed as Exhibit 10.3 to Quarterly
Report on Form 10-Q for the three months ended September 30,
1997, dated November 14, 1997, which is incorporated herein by
reference.
99. Press Release dated December 8, 1997.
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.
ICN PHARMACEUTICALS, INC.
Date: December 18, 1997 By: /s/ David C. Watt
-----------------
David C. Watt
Executive Vice President,
General Counsel and Corporate
Secretary
Exhibit 2.1
SECOND AMENDMENT AGREEMENT
This SECOND AMENDMENT AGREEMENT (this "Second Amendment Agreement") is
made and entered into as of 30 October 1997 by and between F.
Hoffmann-La Roche Ltd., Grenzacherstrasse 124, CH-4070 Basel,
Switzerland ("Seller") on the one hand and ICN Puerto Rico, Inc. with
registered offices at American International Plaza, Eighth Floor, 250
Munoz Rivera Avenue, San Juan, Puerto Rico, 00918 ("Buyer"), a
wholly-owned subsidiary of ICN Pharmaceuticals, Inc., ICN Plaza, 3300
Hyland Avenue, Costa Mesa, CA 92626 ("ICN") and ICN acting either as a
direct party to this Agreement with respect to certain matters or as a
guarantor of performance by Buyer hereunder on the other hand.
WHEREAS Seller, Buyer and ICN have entered into an Asset Purchase
Agreement dated 20 June 1997 (the "Asset Purchase Agreement");
WHEREAS Seller, Buyer and ICN have entered into an Amendment Agreement
to the Asset Purchase Agreement dated 7 August 1997 (the "Amendment
Agreement");
WHEREAS on 30 October 1997 Affiliates of Seller and ICN have entered
into asset purchase agreements for among other things the execution of
the Option to purchase additional U.S. assets under Article 2.8 of the
Asset Purchase Agreement (the "US Asset Purchase Agreements");
WHEREAS Seller, Buyer and ICN wish to further amend the Asset Purchase
Agreement, as amended;
NOW THEREFORE, the parties hereto agree to further amend Art. 3.2.3 of the
Agreement by adding the following new paras:
"It is restated and confirmed that any capital gains (as defined in
the Asset Purchase Agreement) realised by Seller through the sale of
shares of Common Stock or Preferred Stock shall belong to ICN,
provided that the parties herewith agree that any sales proceeds above
US$55 per share of Common Stock and common stock resulting from
conversion of Preferred Stock shall belong to Seller, and provided
that the portion belonging to ICN may be retained by Seller as
collateral for payment of the purchase prices under the US Asset
Purchase Agreements.
ICN herewith authorises, instructs and orders Seller, and Seller
herewith undertakes, to pay, out of such realised capital gains to
which ICN is entitled pursuant to the Agreements (as amended including
by the preceding paragraph of the present Second Amendment Agreement)
retained by Seller pursuant to the Amendment Agreement (which are not
used or retained as collateral by Seller for other purposes pursuant
to the Asset Purchase Agreement or the Amendment Agreement), on behalf
of ICN, the purchase prices due by ICN to Affiliates of Seller under
the US Asset Purchase Agreements at the closing of these US Asset
Purchase Agreements. The parties hereto agree that the closing under
the US Asset Purchase Agreements shall only take place, if and when
Seller, Seller's Affiliates and ICN have agreed in writing on a mode
of payment for the purchase prices under the US Asset Purchase
Agreements in full, provided that ICN is at any time entitled to make
up the shortfall by direct payment to the sellers under the US Asset
Purchase Agreements."
The remainder of the Asset Purchase Agreement, as amended by the
Amendment Agreement, shall remain in effect unchanged, including
without limitation the clauses pertaining to the rights and
obligations of Seller and ICN in connection with Public Debt Offering
(as defined in the Asset Purchase Agreement), provided that the
portion of such Public Debt Offering referenced in paragraph 3.2.11 of
the Asset Purchase Agreement (as amended) may also be considered in
defining the mode of payment for the purchase prices under the US
Asset Purchase Agreements.
IN WITNESS WHEREOF, this Agreement has been signed by duly authorized
representatives of each of the parties hereto as of the date first
above written.
F. HOFFMANN-LA ROCHE LTD ICN PUERTO RICO, INC.
By:______________________________ By:______________________________
Name:____________________________ Name:____________________________
Title:___________________________ Title:___________________________
ICN PHARMACEUTICALS, INC.
By:______________________________
Name:____________________________
Title:___________________________
GUARANTY
The undersigned hereby irrevocably and unconditionally guarantees the
performance by ICN Puerto Rico, Inc. and its Affiliates of all their
respective obligations under this Amendment and the ancillary
documents entered pursuant thereto.
ICN PHARMACEUTICALS, INC.
By:______________________________
Name:____________________________
Title:___________________________
Exhibit 99
NEWS RELEASE
------------
APPROVED BY: Herbert S. Lightstone
Vice President,
Public Relations
(714) 545-0100
CONTACT: Morgen-Walke Associates, Inc.
Jim Byers, Doug Sherk
(415) 296-7383
Vince Daniels, Josh Passman
(212) 850-5600
ICN PHARMACEUTICALS COMPLETES ACQUISITION OF RIGHTS TO
FOUR ROCHE PHARMACEUTICAL PRODUCTS
NEW YORK, NY, December 8, 1997 - ICN Pharmaceuticals, Inc. (NYSE:
ICN) today announced the closing of the acquisition of U.S. rights to
Efudix and Librium and worldwide rights to Levo-Dromoran and Tensilon
from subsidiaries of F. Hoffmann-LaRoche Ltd. (Roche).
The total aggregate purchase price of the deal was $89 million,
which was paid utilizing the price appreciation in ICN stock held by
Roche in accordance with the terms of a previously announced product
acquisition.
Efudix is a dermatological product for treatment of superficial
or precancerous skin lesions. Librium is a benzodiazepine tranquilizer
used as an anxiolytic. Levo-Dromoran is a medication for the
management of severe pain and Tensilon is used for treatment of
myesthenia gravis. U.S. sales for the four products totaled $25.3
million for the 12 months ended September 30, 1997.
ICN Pharmaceuticals, Inc. manufactures and markets a broad range
of prescription and non-prescription pharmaceuticals and biotechnology
research products in over 60 countries in North and Latin America,
Eastern and Western Europe and the Pacific Rim countries.
"THE SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. This press release may contain
forward-looking statements that involve risks and uncertainties,
including but not limited to, projections of future sales, operating
income, returns on invested assets and other risks detailed from time
to time in the Company's Securities and Exchange Commission filings.
