FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20045
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 2, 1997
DADE INTERNATIONAL INC
(Exact name of registrant as specified in its charter)
Delaware 333-13523 36-3949533
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1717 Deerfield Road, Deerfield, Illinois 60015-0778
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 267-5300
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Item 5. Other Events.
Dade International Inc. announced on July 10, 1997 that its sole
shareholder, Diagnostics Holding, Inc., and Hoechst AG entered
into an Agreement and Plan of Combination to combine Dade
International Inc. with the Behring Diagnostics business of
Hoescht AG. A press release describing the action was issued on
July 10, 1997 and is attached hereto as Exhibit 99.1
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not Applicable.
(c) Exhibits.
99.1 Press Release dated July 10, 1997.
SIGNATURE
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.
DADE INTERNATIONAL INC.
Dated: July 17, 1997 By: /s/ Scott T. Garrett
Chairman and Chief Executive
Officer (Principal Executive
Officer and duly authorized
Officer of Registrant)<PAGE>
Exhibit 99.1
Definitive Agreement Signed in Planned
Merger of Dade International and Behring Diagnostics
DEERFIELD, Illinois (July 10, 1997) - Dade International and
Hoechst AG said today that they have completed a definitive agreement
for the previously announced merger of Dade with Hoechst's Behring
Diagnostics business unit. The companies also are proceeding with the
regulatory approval process for the merger, with both the U.S.
government and the European Union.
Depending on the length of the regulatory review, the merger is
expected to be completed by late summer or early fall. The resulting
stand-alone company, to be named Dade Behring Inc., will have annual
sales of more than $1.5 billion, approximately 8,700 employees,
operations across the industrialized nations, and the broadest available
offering of products and services for clinical laboratories in hospitals
and elsewhere. Approximately half of Dade Behring's sales will be in
the United States and half in other countries.
The merger is an equity transaction under which Hoechst will own
32.5 percent of Dade Behring and Dade's current owners---Bain Capital,
Goldman Sachs Capital Partners and Dade's management---will own the
balance. Scott Garrett, chairman and chief executive officer of Dade
International, will be the chief executive of Dade Behring. Uwe Bicker,
M.D., Ph.D., chairman and chief executive officer of Behring Diagnostics,
will serve as executive chairman of Dade Behring.
Dade International's current headquarters in Deerfield, Illinois,
will serve as headquarters for the combined company, with a branch
office in Frankfurt, Germany. Dade has 5,500 employees at operations in
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16 countries in North and South America, Europe and the Asia-Pacific
region. Its annualized 1996 sales were approximately $900 million.
Dade has leadership positions in clinical chemistry, automated
microbiology, hemostasis, laboratory quality controls and cardiac
immunodiagnostics.
Behring Diagnostics, headquartered in Frankfurt, has 3,200
employees and operations in 20 countries. Its 1996 sales were
approximately $650 million. Behring Diagnostics' products, including
several leadership positions, serve in plasma-protein testing,
infectious-disease testing, coagulation, testing for drugs of abuse,
therapeutic drug monitoring, and immunochemistry.
