-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MoeMddCTBDiQIAUE9vRe0g6m1zlxvswSVh+CSDr2QieVIOrhYKviojkgxXoG4LJi C6yVRiplFhq5KTEAWjwOOQ== 0000217028-95-000013.txt : 19950906 0000217028-95-000013.hdr.sgml : 19950906 ACCESSION NUMBER: 0000217028-95-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950818 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950905 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: 95570095 BUSINESS ADDRESS: STREET 1: 500 ARCOLA RD STREET 2: P O BOX 1200 CITY: COLLEGEVILLE STATE: PA ZIP: 19426 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) August 17, 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 ------------ a. On August 18th, the Company announced a cash offer of 240 pence per share for Fisons plc. The Company's press release is attached as Exhibit I and is incorporated herin by reference. The offer is not being made directly or indirectly in the United States. b. The Company entered into certain loan facility agreements, effective August 17th, with Banque Nationale de Paris, Credit Lyonnais and Societe Generale. The loan facility arrangements, which aggregate $4.3 billion, suspend certain other line of credit agreements previously in place with the respective banks. The new facilities have a maturity of seven months and any related drawings would bear interest at PIBOR and/or LIBOR plus a margin. These arrangements would be used, in part, to finance the offer referred to above. Item 7. Exhibits --------- (c) Exhibit 20 - Rhone-Poulenc Rorer press release dated August 18, 1995. 1 SIGNATURES ------------ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RHONE-POULENC RORER INC. --------------------------------- (registrant) Dated: September 1, 1995 By: /s/ Thomas F. Crawford ----------------------------------- Thomas F. Crawford Vice President and Corporate Controller 2 EXHIBIT INDEX ------------- (20) Rhone-Poulenc Rorer press release dated August 18, 1995. 3 EX-20 2 For Immediate Release page 1 of 2 Becoming the Beast 18 August, 1995 Rhone-Poulenc Rorer announces cash offer for Fisons Rhone-Poulenc Rorer Inc. ("RPR") (NYSE: RPR) today announced a cash offer of 240 pence per share for Fisons plc. The offer, which values Fisons at 1.7 billion Pounds Sterling (US$ 2.6 billion), represents a premium of 24 per cent. above the closing market price on 17 August, 1995 on the London Stock Exchange. Commenting on the offer, Michel de Rosen, President and Chief Executive Officer of Rhone-Poulenc Rorer said: "The combination of Fisons' pharmaceutical business with RPR would create the fourth largest company worldwide in asthma/allergy medicine which is one of our selected therapeutic fields. RPR already has an established presence and a promising pipeline of innovative products in the US$ 9.3 billion asthma/ allergy sector which is growing faster than the overall pharmaceutical market. The combination of RPR and Fisons would benefit shareholders of both companies. We believe that the offer represents a significant opportunity for Fisons shareholders to realise full value today for their investment in a company with a very uncertain future. Fisons' strategy as an independent marketing entity with no research capability will not produce sustainable growth. For RPR shareholders the combination would increase our competitive mass through a more comprehensive product portfolio in asthma/allergy an improved geographic presence. The acquisition is expected to add to RPR's earnings by 1997. We have already had a number of meetings with Fisons and we will continue to seek a recommendation from their board." Fisons, headquartered in the United Kingdom, reported 1994 revenues of 1.3 billion Pounds Sterling (US$ 1.9 billion), and profits before taxation and exceptional items of 54.2 million Pounds Sterling (US$ 82.9 million). Pharmaceutical sales represented 476 million Pounds Sterling (US$ 730 million) of total 1994 sales. In early 1995, Fisons announced its decision to divest its remaining non-pharmaceutical operations. Asthma/allergy products (334 million Pounds Sterling/US$ 511 million) represent the major part of Fisons' pharmaceutical sales, with established but mature positions in the United States, Europe and Japan. The company has also developed innovative inhalation delivery technologies. Relations Publiques 20, Av. Raymond Aron 92165 ANTONY Cedex Paris, France Tel. (33) 1 40 91 65 46 Fax (33) 1 40 91 73 60 Public Affairs 500 Arcola Road Collegeville, PA 19426-0107 U.S.A. Tel. (1) 610-454-3872 Fax (1) 454-3813 page 2 of 2 In 1995, the company divested the major part of its research operations for 202 million Pounds Sterling while retaining its development capacity in the respiratory area. RPR believes this divestment significantly weakened Fisons' ability to survive as an independent entity in the current pharmaceutical environment. RPR is a global pharmaceutical company dedicated to research, development, manufacturing and commercialization of ethical pharmaceutical products. For the year ended 31 December, 1994, the company reported revenues of US$ 4.5 billion and invested over US$ 600 million in R&D. In the field of respiratory diseases, RPR reported US$ 433 million sales in 1994, and through its anti-inflammatory products, Azmacort and Nasacort, has a strong and fast-growing position in the US market. A new anti-allergy compound, Kestine, is in registration in Europe and in Phase III trials in the United States. Two other asthma products, a PDE IV inhibitor and an airway selective steroid, are under development. "The acquisition of Fisons would provide RPR with a strong global position for the further development of its asthma/allergy business" said Michel de Rosen. "The combined businesses would have: - a more comprehensive range of complementary products - a strong position in major geographic areas - innovative inhalation delivery technologies reinforcing the potential of our current and future products - a strong R&D capacity well adapted to the future needs of the asthma/ allergy sector". Press inquiries: Lucas van Praag Tel +44 - (171) 404 5959 Guy Esnouf Tel +44 - (171) 404 5959 Analyst inquiries: Arvind Sood Tel +1 - (610) 454 3851 The 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 sent or distributed in or into these countries. -----END PRIVACY-ENHANCED MESSAGE-----