As filed with the Securities and Exchange Commission on September 8, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 31, 1999
PHARMACIA & UPJOHN, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1- 11557 98-0155411
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(Commission File Number) (IRS Employer Identification No.)
95 Corporate Drive, Bridgewater, New Jersey 08807
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(Address of Principal Executive Offices) (Zip Code)
(888) 768-5501
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
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ITEM 5. OTHER EVENTS.
The merger (the "Merger") of University Acquisition Corp., a wholly
owned subsidiary of Pharmacia & Upjohn, Inc. (the "Company"), with and into
SUGEN, Inc. ("SUGEN") was completed on August 31, 1999. As a result of the
Merger, SUGEN has become a wholly owned subsidiary of the Company. In the
Merger, each share of SUGEN common stock issued and outstanding prior to the
consummation of the Merger (other than those shares owned by the Company or its
subsidiaries or SUGEN or its subsidiaries) was converted into, and became
exchangeable for the right to receive .6091 shares of common stock of the
Company, together with the associated purchase rights. The Company will issue,
in the aggregate, approximately 10.44 million shares of common stock of the
Company in connection with the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
99.1 Press Release dated August 31, 1999.
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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 hereunto duly authorized.
PHARMACIA & UPJOHN, INC.
Dated: September 8, 1999 By: /s/ Don W. Schmitz
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Name: Don W. Schmitz
Title: Vice President, Associate General
Counsel and Corporate Secretary
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
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99.1 Press Release dated August 31, 1999
EXHIBIT 99.1
PHARMACIA & UPJOHN COMPLETES ACQUISITION
OF SUGEN, INC.
BRIDGEWATER, NJ (AUGUST 31, 1999) - Pharmacia & Upjohn (NYSE: PNU) announced
today that it has completed its acquisition of SUGEN, Inc., a biotechnology
company and leader in target-driven drug discovery and development. At a special
meeting held earlier today in South San Francisco, SUGEN stockholders voted
overwhelmingly in support of the merger with more than 90 percent of the shares
voted at the meeting voted for its approval. As previously announced, the
transaction is valued at approximately $650 million on a net basis and will be
accounted for as a pooling of interests, qualifying as a tax-free exchange.
Under the terms of the acquisition, each share of SUGEN common stock has been
converted into 0.6091 of a share of Pharmacia & Upjohn common stock. The
exchange ratio was based on the volume-weighted average trading prices of
Pharmacia & Upjohn Common Stock from July 30, 1999 through August 26, 1999.
SUGEN stockholders holding SUGEN stock certificates will soon receive written
instructions for exchanging such certificates for Pharmacia & Upjohn
certificates.
"The closing of this acquisition is an important event for Pharmacia & Upjohn
and a major step in our strategy to build for long-term growth by supplementing
our internal research with external innovation," said Pharmacia & Upjohn Chief
Executive Officer Fred Hassan. "Since our announcement of this transaction, we
have been working intensively with our new colleagues at SUGEN. Our interactions
to date confirm our initial expectations of an excellent fit between our two
organizations and a major contribution to P&U's R&D capabilities."
Hassan added: "Through SUGEN, P&U is well positioned to strengthen its research
activities, especially in oncology, inflammation, metabolic disease, CNS, and
infectious disease. We see particular value with SUGEN in building our oncology
franchise where we are intent on making P&U a major oncology competitor."
In conjunction with the closing of the transaction, Pharmacia & Upjohn announced
the appointments of Peter Hirth, Ph.D., as President of SUGEN and Sara
Courtneidge, Ph.D., as Chief Scientist and Senior Vice President, Research.
Pharmacia & Upjohn is a global, innovation-driven pharmaceutical and health care
company. Pharmacia & Upjohn's products, services, and employees demonstrate its
commitment to improve wellness and quality of life for people around the world.
