-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZkF6QAVqwQta9VK9yXKAf0aHyplmQh/fzri8vS0qoukk6UW4MiS7IqkamQl3bm3 lkeu8q/v6ygXp4+HO9FW6g== 0000893750-97-000167.txt : 19970522 0000893750-97-000167.hdr.sgml : 19970522 ACCESSION NUMBER: 0000893750-97-000167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970521 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSIA SICOR INC CENTRAL INDEX KEY: 0000807873 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330176647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43145 FILM NUMBER: 97612445 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121-3030 BUSINESS PHONE: 6195468300 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA INC DATE OF NAME CHANGE: 19930701 FORMER COMPANY: FORMER CONFORMED NAME: GENSIA PHARMACEUTICAL INC DATE OF NAME CHANGE: 19930701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAKEPOLL FINANCE N V CENTRAL INDEX KEY: 0001035294 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: P8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14 JB GORSTRAWEG CITY: CURACAO STATE: P8 MAIL ADDRESS: STREET 1: 14 JB GORSTRAWEG CITY: CURACAO STATE: P8 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GENSIA SICOR INC. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - ----------------------------------------------------------------------------- (Title of Class of Securities) 372450 10 6 (CUSIP Number) --------------------------- Carlo Salvi SICOR-Societa Italiana Corticosteroidi S.p.A. Via Terrazzano 77 20017 Rho, Milan Italy 011-39-2-930-3981 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Alan Klein Simpson Thacher & Bartlett 99 Bishopsgate London EC2M 3YH, England 011-44-171-422-4000 May 19, 1997 --------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 372450 10 6 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RAKEPOLL FINANCE N.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| JOINT FILING 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION NETHERLANDS ANTILLES 7 SOLE VOTING POWER NUMBER OF SHARES 29,500,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING NONE PERSON WITH 9 SOLE DISPOSITIVE POWER 29,500,000 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,500,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.7% 14 TYPE OF REPORTING PERSON CO CUSIP No. 372450 10 6 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KARBONA INDUSTRIES LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| JOINT FILING 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS 7 SOLE VOTING POWER NUMBER OF SHARES 29,500,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING NONE PERSON WITH 9 SOLE DISPOSITIVE POWER 29,500,000 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,500,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.7% 14 TYPE OF REPORTING PERSON HC CUSIP No. 372450 10 6 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CARLO SALVI 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| JOINT FILING 3 SEC USE ONLY 4 SOURCE OF FUNDS OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND 7 SOLE VOTING POWER NUMBER OF SHARES 30,090,000 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING NONE PERSON WITH 9 SOLE DISPOSITIVE POWER 30,090,000 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,090,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.5% 14 TYPE OF REPORTING PERSON IN STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Items 3, 4, 5, 6 and 7 of the statement on Schedule 13D filed jointly on March 10, 1997 (as amended from time to time, this "Schedule 13D") pursuant to Rule 13d-1 promulgated under Section 13(d) of the Securities Exchange Act of 1934 by Rakepoll Finance N.V., Karbona Industries Ltd. and Carlo Salvi are hereby amended by adding to such items the information set forth below. Unless stated otherwise, capitalized terms have the meanings previously set forth in this Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. On March 31, 1997, in a private placement (the "Private Placement") by the Company pursuant to a Unit Purchase Agreement, dated as of March 27, 1997, among the Company and certain accredited investors, including Salvi (the "Unit Purchase Agreement"), Salvi personally acquired 100,000 Units for a purchase price of $4.1875 per Unit in cash. Each Unit consists of one share of Common Stock and a warrant to purchase one-half share of Common Stock (at a per share exercise price of $4.1875) for each share of Common Stock purchased by Salvi in the Private Placement and held by him until December 31, 1997. A copy of the Unit Purchase Agreement is incorporated by reference as an exhibit to this Schedule 13D and the descriptions of the terms of such agreement and the Units contained in this Item 3 are qualified in their entirety by reference to such exhibit. Item 4. Purpose of Transaction. In connection with the investment in the Company by Health Care Capital Partners L.P. ("HCCP"), pursuant to the Securities Purchase Agreement, dated as of May 1, 1997, between HCCP and the Company (the "HCCP Agreement"), the Company and Rakepoll Finance entered into Amendment No. 3, dated as of May 19, 1997 ("Amendment No. 3"), to the Shareholder's Agreement in order to amend certain terms of the Shareholder's Agreement governing Rakepoll Finance's investment in the Company. Pursuant to Amendment No. 3, the period during which Rakepoll Finance is prohibited under the Shareholder's Agreement, subject to certain exceptions previously described in this Schedule 13D, from (i) disposing of any shares of Common Stock (and from permitting any affiliate thereof to do so) and (ii) disposing of any shares of the capital stock of any subsidiary thereof that owns shares of Common Stock is extended from a period of twelve months to a period of eighteen months after the Closing Date. In addition, the period during which the Initiating Holders may request that the Company file a registration statement under the Act covering the registration of the Registrable Securities is also extended by such Amendment No. 3 from a period of twelve months to a period of eighteen months after the Closing Date. As an inducement for HCCP to enter into the Securities Purchase Agreement, Rakepoll Finance also entered into a Letter Agreement, dated as of May 1, 1997, with HCCP (the "Rakepoll Finance Letter Agreement") pursuant to which it agreed that it would cause its designees on the Board to vote as necessary in order to cause the election to the Board of one HCCP designee on the closing date of the Securities Purchase Agreement (the "HCCP Closing Date"). On May 19, 1997, the HCCP Closing Date, Carlos Ferrer, a member of Ferrer Freeman Thompson and Co. LLC, the general partner of HCCP, was elected to the Board as HCCP's designee. Thereafter, pursuant to the Rakepoll Finance Letter Agreement, Rakepoll Finance also agreed that it and its affiliates would vote all of their Common Stock in any election of directors of the Company in favour of one director designated by HCCP so long as HCCP and/or its affiliates and affiliates of its general partner continue to hold at least $10,000,000 in aggregate liquidation value or stated value of the Company's 2.675% Subordinated Convertible Notes due May 1, 2004 or Series A Convertible Preferred Stock. In addition, as an inducement to Rakepoll Finance to consent to certain actions contemplated by the Securities Purchase Agreement, HCCP also entered into a Letter Agreement, dated as of May 1, 1997, with Rakepoll Finance (the "HCCP Letter Agreement") pursuant to which it agreed that it would cause its designees on the Board to vote as necessary in order to cause the election to the Board of the Investor Directors. A copy of each of Amendment No. 3, the Rakepoll Finance Letter Agreement and the HCCP Letter Agreement is attached as an exhibit to this Schedule 13D and the descriptions of the terms of such amendment and agreements contained in this Item 4 are qualified in their entirety by reference to such exhibits. Except as discussed in this Schedule 13D, none of the Reporting Persons has any present plans or proposals that relate to or that could result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons reserves the right, either individually or in any combination thereof or together with one or more other shareholders of the Company, at any time, to reconsider and change its plans or proposals relating to the foregoing depending upon the circumstances prevailing at such time. Item 5. Interest in Securities of the Issuer. According to the Company's quarterly report on Form 10-Q for the period ended March 31, 1997, the Company had 74,338,932 shares of Common Stock outstanding on such date. The Common Stock ownership percentages set forth below are based on that number of shares of Common Stock outstanding. (a) Under the definition of "beneficial ownership" set forth in Rule 13d-3 under the Exchange Act by virtue of the consummation of the Stock Exchange, each of the Reporting Persons may be deemed to beneficially own, either directly or indirectly, 29,500,000 shares of Common Stock, representing approximately 39.7% of Common Stock outstanding. Further, Salvi, pursuant to the Unit Purchase Agreement, has personally acquired 100,000 additional shares of Common Stock and certain other of his wholly-owned companies have acquired a total of 490,000 additional shares of Common Stock in prior transactions. As a result, under the definition of "beneficial ownership" set forth in Rule 13d-3 under the Exchange Act, Salvi may be deemed to indirectly beneficially own an additional 590,000 shares of Common Stock. Taking account of such additional shares of Common Stock, Salvi may be deemed to beneficially own a total of 30,090,000 shares of Common Stock, representing approximately 40.5% of Common Stock outstanding. (b) Each of Rakepoll Finance and Karbona may be deemed to have sole voting and dispositive power with respect to 29,500,000 shares of Common Stock. There are no shares of Common Stock with respect to which either Rakepoll Finance or Karbona shares voting or dispositive power. Salvi may be deemed to have sole voting and dispositive power with respect to 30,090,000 shares of Common Stock. There are no shares of Common Stock with respect to which Salvi shares voting or dispositive power. (c) Except as set forth elsewhere herein, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, no other person described in Item 2 of this Schedule 13D has engaged in any transaction during the past 60 days in any Common Stock. (d) None of the Reporting Persons knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Item 4 above is incorporated herein by reference. Other than as set forth in this Item 6, none of the Reporting Persons has any knowledge of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Schedule 13D and between such persons and any person with respect to any securities of the Company. Item 7. Material to Be Filed as Exhibits. Exhibit 6 Unit Purchase Agreement, dated as of March 27, 1997, among the Company and certain accredited investors (Incorporated herein by reference to Exhibit 4.2 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1997) Exhibit 7 Amendment No. 3 to the Shareholder's Agreement, dated as of May 19, 1997, between the Company and Rakepoll Finance Exhibit 8 Letter Agreement, dated May 1, 1997, between Rakepoll Finance and HCCP Exhibit 9 Letter Agreement, dated May 1, 1997, between HCCP and Rakepoll Finance SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. RAKEPOLL FINANCE N.V. By: /s/ Carlo Salvi Name: Carlo Salvi Title: Chairman of the Board DATED: May 21, 1997 INDEX OF EXHIBITS Exhibit Number Description 6. Unit Purchase Agreement, dated as of March 27, 1997, among the Company and certain accredited investors (Incorporated herein by reference to Exhibit 4.2 to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1997) 7. Amendment No. 3 to the Shareholder's Agreement, dated as of May 19, 1997, between the Company and Rakepoll Finance 8. Letter Agreement, dated May 1, 1997, between Rakepoll Finance and HCCP 9. Letter Agreement, dated May 1, 1997, between HCCP and Rakepoll Finance EX-99.7 2 AMENDMENT NO. 3 TO SHAREHOLDER'S AGREEMENT AMENDMENT NO. 3 (the "Amendment"), dated as of May 19, 1997, to the Shareholder's Agreement, dated as of November 12, 1996, as amended by Amendment No. 1 dated as of December 16, 1996, and Amendment No. 2 dated as of February 28, 1997 (the "Agreement"), between Gensia Sicor Inc. (f/k/a Gensia, Inc.), a corporation organized under the laws of Delaware (the "Company"), and Rakepoll Finance N.V., a corporation organized under the laws of the Netherlands Antilles ("Rakepoll Finance"). W I T N E S S E T H : WHEREAS, the Company and Rakepoll Finance are parties to the Agreement; and WHEREAS, in connection with the investment in the Company by Health Care Capital Partners L.P. ("HCCP"), pursuant to the certain Securities Purchase Agreement, dated as of May 1, 1997, between HCCP and the Company (the "HCCP Agreement") the Company and Rakepoll Finance wish to amend the Agreement, among other things (i) to extend the lock-up period applicable to Rakepoll Finance to parallel the lock-up period applicable to HCCP; (ii) to extend the period before which Rakepoll Finance may exercise its registration rights under the Agreement to parallel the analogous period applicable to HCCP; (iii) to modify the registration rights of Rakepoll Finance to correspond to registration rights afforded by the Company to HCCP in the HCCP Registration Rights Agreement, dated as of May 1, 1997, and (iv) to provide for certain limitations to the incidental registration rights of Rakepoll Finance, in each case as more fully set forth herein and subject to the terms and conditions hereof; and WHEREAS, Section 8.2(a) of the Agreement provides that the Agreement may be amended in a writing signed by the Company and Rakepoll Finance; NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Definitions; References. Capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed to them in the Agreement. 2. Amendment of Section 1.1(o). Section 1.1(o) of the Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following: '"Lock-Up Period" means the period of time commencing at the Closing Date and terminating on the date which is 18 months after the Closing Date.' 3. Amendment of Section 4.7. Section 4.7 of the Agreement is hereby amended by inserting immediately before the "." at the end thereof the following: ", or (iii) pursuant to, or upon conversion or exercise of securities issued pursuant to, the Securities Purchase Agreement, dated May 1, 1997, between Health Care Capital Partners ("HCCP") and the Company". 4. Amendment of Section 6.1(a). Section 6.1(a) of the Agreement is hereby amended by deleting from the first sentence thereof the words "first anniversary of the Closing Date" appearing in the first and second lines thereof and substituting in lieu thereof the words "termination of the Lock-Up Period". 5. Amendment of Section 6.2. Section 6.2 of the Agreement is hereby amended by deleting in its entirety the first sentence thereof and substituting in lieu thereof the following: "Subject to Section 6.7, if at any time after the termination of the Lock-Up Period the Company proposes to file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or any successor or similar forms, or a registration effected pursuant to Section 2.1 of the Registration Rights Agreement, dated as of May 1, 1997, between HCCP and the Company (the "HCCP Registration Rights Agreement") unless the Selling Holders (as defined in the HCCP Registration Rights Agreement) holding at least a majority of the Registrable Securities (as defined in the HCCP Registration Rights Agreement) included in such registration shall have provided their written consent to the inclusion of such Registrable Securities (as defined in the HCCP Registration Rights Agreement) in such registration) on any form that would permit the registration of the Registrable Securities, whether or not such filing is to be on its behalf, each such time the Company shall give to each Holder prompt written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than twenty-one days from the date of such notice, and advising each Holder of its right under this Section 6.2 to have Registrable Securities included in such registration". 5. Full Force and Effect. Except as modified, amended or supplemented above, all rights, terms and conditions of the Agreement shall remain in full force and effect. 6. Conditions to Effectiveness of this Amendment. This Amendment shall become effective when (a) HCCP and the Company shall have executed and delivered all documents necessary to effect the investment in the Company by HCCP, including, without limitation, the HCCP Agreement; (b) the Company shall have received the Purchase Price (as defined in the HCCP Agreement); (c) the Company shall have issued to HCCP the Notes and Warrants (each as defined in the HCCP Agreement) in accordance with the terms of the HCCP Agreement, and (d) it shall have been executed and delivered by each of the Company and Rakepoll Finance. 7. Governing Law. This Amendment shall be governed by and construed under the laws of the State of New York (irrespective of its choice of law principles). 8. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the date first written above. GENSIA SICOR INC. By: /s/ David F. Hale Name: David F. Hale Title: President RAKEPOLL FINANCE N.V. By: /s/ Carlo Salvi Name: Carlo Salvi Title: Chairman of the Board EX-99.8 3 May 1, 1997 Health Care Capital Partners, L.P. One East Putman Avenue Greenwich, CT 06830 Attention: Robert T. Thompson As an inducement to Health Care Capital Partners, L.P. ("HCCP") to enter into the Securities Purchase Agreement, dated as of May 1, 1997 (the "Purchase Agreement"), between Gensia Sicor Inc. (the "Company") and HCCP, the undersigned hereby certifies that: 1. The undersigned has reviewed the Purchase Agreement and the letter from Gensia Sicor Inc. to HCCP, dated May 1, 1997 (the "Letter") with respect to the Business Plan and the Subsidiary Plans (as such terms are defined in the Letter) and confirms that the representations and warranties of the Company set forth in the Purchase Agreement in Section 2 and in the Letter, insofar as they relate to Rakepoll Holdings, B.V. and its subsidiaries, are true and accurate as of the date hereof. 2. There are no facts disclosed in the Purchase Agreement or the Schedules attached thereto or the Letter, nor is Rakepoll Finance N.V. aware of any facts, as of the date hereof, which could serve as a basis for any claim or claims by it or any of its affiliates under, or in connection with, the Stock Exchange Agreement, dated as of November 12, 1996, as amended, between Gensia, Inc. and Rakepoll Finance N.V. (the "Exchange Agreement"). 3. The currently operative "Funding Plan" referred to in the Shareholders' Agreement (as defined in the Purchase Agreement) is the business Plan (as defined in the Letter) provided to HCCP. 4. The representations and warranties with respect to intercompany and affiliate debt set forth in Section 2 of the Waiver of Condition to Closing, dated as of February 28, 1997, between the Company and Rakepoll Finance N.V. (attached hereto as Exhibit A) are true and correct as of the date hereof. 5. On the Closing Date (as defined in the Purchase Agreement), the undersigned will cause its designees on the Board of Directors of the Company to vote in favor of such action as is necessary to elect one designee of HCCP to membership on such Board. Thereafter, so long as HCCP and/or its affiliates and affiliates of its general partner continue to hold at least $10,000,000 in aggregate liquidation value or stated value of the Company's 2.675% Subordinated Convertible Notes due May 1, 2004 or Series A Convertible Preferred Stock, in any election of directors of the Company, the undersigned and its affiliates will vote all of their common stock of the Company in favour of one director designated by HCCP. Rakepoll Finance N.V. By: /s/ Carlo Salvi Name: Carlo Salvi Title: Chairman of the Board of Rakepoll Finance N.V. EX-99.9 4 May 1, 1997 Rakepoll Finance N.V. 14JB Gorsiraweg Curacao, Netherlands Antilles Attention: Carlo Salvi Re: Gensia Sicor Inc. Dear Mr. Salvi: As an inducement for Rakepoll Finance N.V. ("Rakepoll Finance") to consent to certain actions contemplated by the Securities Purchase Agreement, dated as of May 1, 1997 (the "Purchase Agreement"), between Gensia Sicor Inc. (the "Company") and Health Care Capital Partners, L.P., the undersigned hereby certifies that on and after the Closing Date (as defined in the Purchase Agreement), the undersigned will cause its designees on the Board of Directors of the Company to vote in favor of and take such action as is necessary to elect to membership on such Board those persons designated by Rakepoll Finance N.V. as Investor Directors pursuant to Section 4.1 of the Shareholder's Agreement, dated November 12, 1996, as amended December 21, 1996, February 28, 1997 and the date hereof, between Rakepoll Finance and the Company. Health Care Capital Partners, L.P. By Ferrer Freeman Thompson & Co. LLC, its General Partner By: /s/ Robert T. Thompson Name: Robert T. Thompson Title: Member -----END PRIVACY-ENHANCED MESSAGE-----