-----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, V51Y2CCb1VSXyEtlprKSKb/s4KFr6W78qCkKjyGC0taNT1HtNuOKt9k8e0IpSohy 6Ojl39+BNx7cLaBXOueYmg== 0000217028-95-000025.txt : 19951023 0000217028-95-000025.hdr.sgml : 19951023 ACCESSION NUMBER: 0000217028-95-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950925 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19951020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RHONE POULENC RORER INC CENTRAL INDEX KEY: 0000217028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 231699163 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05851 FILM NUMBER: 95583028 BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 M/S 5B14 CITY: COLLEGEVILLE STATE: PA ZIP: 19426-0107 BUSINESS PHONE: 6104548825 FORMER COMPANY: FORMER CONFORMED NAME: RORER GROUP INC DATE OF NAME CHANGE: 19900731 FORMER COMPANY: FORMER CONFORMED NAME: RORER AMCHEM INC DATE OF NAME CHANGE: 19770604 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) October 5, 1995 - -------------------------------------------------------------------- Rhone-Poulenc Rorer Inc. - -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-5851 23-1699163 - -------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 500 Arcola Road, Collegeville, PA 19426 - -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610)454-8000 ------------- - -------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events ------------ As discussed in the attached press releases, on October 5, 1995, Rhone-Poulenc Rorer Inc. announced its final offer of 265 pence per share for the U.K. pharmaceutical company Fisons plc (the "Final Offer"). The Company also announced that in connection with the Final Offer, its wholly owned subsidiary RPR Acquisition Corp. made certain purchases of issued ordinary shares of Fisons in open market transactions. As of October 13, 1995, over 144 million shares, representing just under 20.9% of Fisons' share capital, had been purchased at a cost exceeding $600 million. On October 11, 1995, the Board of Fisons recommended the Final Offer to its shareholders. The Final Offer is not being made directly or indirectly in the United States. Item 7. Exhibits -------- (c) Exhibit 20(a) - Rhone-Poulenc Rorer Inc. press release dated October 5, 1995. Exhibit 20(b) - Rhone-Poulenc Rorer Inc. press release dated October 6, 1995. Exhibit 20(c) - Rhone-Poulenc Rorer Inc. press release dated October 11, 1995. 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. RHONE-POULENC RORER INC. -------------------------------- (registrant) Dated: October 20, 1995 By: /s/ Thomas F. Crawford -------------------------------------- Thomas F. Crawford Vice President and Corporate Controller EXHIBIT INDEX 20(a) Rhone-Poulenc Rorer Inc. press release dated October 5, 1995. 20(b) Rhone-Poulenc Rorer Inc. press release dated October 6, 1995. 20(c) Rhone-Poulenc Rorer Inc. press release dated October 11, 1995. EX-20 2 EXHIBIT 20(a) (PRESS) Lucas van Praag (44)171-404-5959 Guy Esnouf (1) 610-454-5048 (ANALYST) Arvind Sood (1) 610-454-3851 Rhone-Poulenc Rorer Announces Final Offer* For Fisons COLLEGEVILLE, PA AND PARIS, FRANCE (October 5, 1995) - Rhone- Poulenc Rorer Inc. (NYSE:RPR) today announced its final offer for the U.K. pharmaceutical company Fisons plc of 265 pence per share. "As allowed under U.K. takeover rules, we have taken the opportunity to raise our offer in order to secure control of Fisons. This final cash offer should be compared with what we believe are Fisons' poor prospects as an independent company," said Michel de Rosen, President and Chief Executive Officer of Rhone-Poulenc Rorer Inc. "It is clearer than ever that the key to this transaction is the value that can be realized only by fully combining the two companies," continued Mr. de Rosen. Fisons has a range of non-steroid asthma/allergy products sold worldwide, but has disposed of its research operation and has no pipeline of compounds in development. It is developing both non- CFC metered dose and dry powder inhaler devices for the future. Rhone-Poulenc Rorer has a promising R & D pipeline of asthma products which offers the product future Fisons lacks. "Rhone- Poulenc Rorer has been successful with its steroid-based asthma and allergy products, which it sells in the United States. Combined with Fisons, RPR believes it will be in a position to build a strong global respiratory franchise," said Mr. de Rosen. Rhone-Poulenc Rorer`s Final Offer values Fisons at 1.8 billion pounds Sterling (U.S. $2.9 billion). At this price, the acquisition is expected to add to RPR's earnings by 1997. Rhone-Poulenc Rorer Inc. is a global pharmaceutical company dedicated to the discovery, development, manufacture and marketing of innovative human pharmaceuticals. The company reported sales of $4.5 billion in 1994, and invested more than $600 million in research and development. #### Notes: This offer is not being made directly or indirectly in the United States, Canada, Australia or Japan, and as a consequence, no offer document will be distributed in or into these countries. *The final offer will not be increased, except that Rhone- Poulenc Rorer has reserved the right to revise the offer if a competitive situation (such as there being a competing bidder) arises or if the U.K. takeover panel agrees. EXHIBIT 20(b) FOR IMMEDIATE RELEASE Becoming The Best ----------------- October 6, 1995 (Press) Guy Esnouf 610-454-5048 (Analyst) Arvind Sood 610-454-3851 FOR IMMEDIATE RELEASE Rhone-Poulenc Rorer Announces Open Market Purchases of Fisons plc Shares Collegeville, PA and Paris, France (October 6, 1995) - Rhone- Poulenc Rorer Inc. (NYSE:RPR) today announced that in connection with its offer for Fisons plc its wholly owned subsidiary Rhone- Poulenc Rorer acquisition Corporation yesterday purchased in open market transactions, 114,706,463 ordinary shares of Fisons (16.6% of the total issued ordinary shares) at its offer price of 265 pence per share. This represents a total investment of approximately US $480.3 million. Rhone-Poulenc Rorer Inc. further announced that it may in the future make certain additional open market purchases, not to exceed thirty per cent of Fisons' share capital. RPR's offer for Fisons is not being made directly or indirectly in the United States, Canada, Australia or Japan, and as a consequence, no offer document will be distributed in or into these countries. ### EXHIBIT 20(c) October 11, 1995 (Press) Lucas van Praag (44) 171.404.5959 or Guy Esnouf (610)454-5048 (Analyst) Arvind Sood (610) 454-3851 Collegeville, PA and Paris, France -- October 11, 1995 -- Following a meeting with the Chairman and Chief Executive of Fisons, Rhone-Poulenc Rorer Inc. (NYSE:RPR) is pleased to note the announcement this morning that the Board of Fisons, fully supported by its financial advisers, has recommended the Final Offer of 265p. Rob Cawthorn, Chairman of Rhone-Poulenc Rorer Inc., said: "We are delighted that the Board of Fisons has recommended acceptance of our Final Offer. We believe that the combination of RPR's respiratory business with Fisons will create a powerful force in the vitally important therapeutic field of asthma/allergy. For Rhone-Poulenc Rorer, the transaction is a major step towards leadership in one of our key therapeutic areas and will benefit patients, employees and our shareholders." The Final Offer closes at 1:00 PM on Friday, October 20, 1995. Lehman Brothers and Hambro Magan, which are regulated by The Securities and Futures Authority, are acting for Rhone-Poulenc Rorer and Rhone-Poulenc Rorer Acquisition Corp. ("the Offeror") in connection with the Final Offer and no one else and will not be responsible to anyone other than Rhone-Poulenc Rorer or the Offeror for providing the protections afforded to customers of Lehman Brothers or Hambro Magan nor for providing advice in relation to the Final Offer. #### Notes: This Offer is not being made directly or indirectly in the United States, Canada, Australia or Japan and, as a consequence, no offer document will be distributed in or into these countries. The Offeror reserves the right to revise, increase or extend the Final Offer in the event of a competitive situation arising or should the U.K. takeover Panel so agree. -----END PRIVACY-ENHANCED MESSAGE-----