-----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, CP7oi4QGwKrPcLYunh5j52VWFPFVXYMSZICzHlduN6jzngEdxd1eXef9qE+dREqc J2HDC50U7ulrnJFKqkTE/Q== 0000217028-95-000034.txt : 19951107 0000217028-95-000034.hdr.sgml : 19951107 ACCESSION NUMBER: 0000217028-95-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951020 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951106 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: 95587568 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: 6104548000 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 20, 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 2. Acquisition or Disposition of Assets ------------------------------------ On October 20, 1995, Rhone-Poulenc Rorer Inc. (the "Company") announced that the tender offer by its wholly-owned subsidiary, RPR Acquisition Corp., for the issued ordinary shares of the U.K.-based pharmaceutical company, Fisons plc, had become unconditional following open market purchases on the London Stock Exchange of, or receipt of acceptances related to, more than 67% of such shares. On October 27, 1995, the Company announced that it beneficially owned in excess of 90% of Fisons' issued ordinary shares and under the provisions of U.K. corporate law would be in a position to purchase all remaining outstanding Fisons' shares, including those held by U.S. holders, at a price of 265 pence per share, which was the final price paid pursuant to the offer. Copies of the October 20, 1995 and October 27, 1995 press releases are attached hereto as Exhibits 20(a) and 20(b), respectively, and are incorporated herein by reference. The aggregate purchase price for the issued ordinary share capital of Fisons is approximately $2.9 billion, of which over $600 million is being financed under two-month loan arrangements as follows: $50 million with Chemical Bank, $100 million each with Banque Francaise du Commerce Exterieur, Credit National and Royal Bank of Canada, and $280 million with Societe Generale. The loans bear interest at an annual rate equal to the London Interbank Offered Rate ("LIBOR") plus ten basis points. The Company has $4.3 billion additional financing available under seven-month loan facility agreements established in August 1995 with Banque Nationale de Paris ($1.7 billion), Credit Lyonnais ($1.5 billion) and Societe Generale ($1.1 billion). Drawings under these facilities bear interest at an annual rate equal to LIBOR plus 17.5 basis points with respect to Banque Nationale de Paris and Societe Generale and at LIBOR plus 32.5 basis points with respect to Credit Lyonnais. On October 18, 1995, Fisons announced that it had completed the sale of its Laboratory Supplies Division to Fisher Scientific International Inc. for $310 million. The previously announced sale by Fisons of its Scientific Instruments Division to Thermo Instrument Systems Inc. for approximately $318 million is pending, subject to regulatory approval. Subject to the foregoing dispositions, the Company intends to continue to use the assets of Fisons in its pharmaceutical business. Item 7. Financial Statements and Exhibits --------------------------------- (a) Historical Financial Statements of Fisons plc. It is impracticable to provide the financial statements required by this Item 7(a) at the time of filing of this Current Report on Form 8-K. Such financial statements will be filed under cover of Form 8-K/A as soon as practicable, but not later than January 5, 1996. (b) Unaudited Pro Forma Financial Information reflecting RPR's acquisition of Fisons plc. It is impracticable to provide the financial statements required by this Item 7(b) at the time of filing of this Current Report on Form 8-K. Such financial statements will be filed under cover of Form 8-K/A as soon as practicable, but not later than January 5, 1996. c) Exhibits Exhibit 20(a) - Rhone-Poulenc Rorer Inc. press release dated October 20, 1995. Exhibit 20(b) - Rhone-Poulenc Rorer Inc. press release dated October 27, 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: November 6, 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 20, 1995. 20(b) Rhone-Poulenc Rorer Inc. press release dated October 27, 1995. EX-20 2 Exhibit 20(a) October 20, 1995 (Press) Guy Esnouf (610) 454-5048 (Analyst) Arvind K. Sood (610) 454-3851 Collegeville, Pa. and Paris, France--October 20, 1995--Rhone- Poulenc Rorer Inc. (NYSE:RPR) announced today that it had bought or received acceptances for a total of 67.2% of the issued ordinary shares of Fisons plc. As a result, Rhone-Poulenc Rorer has declared that its Final Offer is now unconditional in all respects, which means that it is committed to purchasing the shares tendered by Fisons shareholders. Rhone-Poulenc Rorer also announced that its Final Offer remains open for acceptances until further notice, which means that any Fisons shareholders who have not yet accepted will continue to be able to do so. "This event is an important milestone for Rhone-Poulenc Rorer," said Robert Cawthorn, Chairman of Rhone-Poulenc Rorer. "There are significant opportunities within the asthma/allergy field. We believe that the combination of Fisons' franchise with our asthma and allergy products and pipeline will accelerate our growth into a leadership position in one of our key therapeutic areas." Michel de Rosen, President and Chief Executive Officer of Rhone- Poulenc Rorer, said, "We are looking forward to welcoming Fisons' employees into the Rhone-Poulenc Rorer organization and to starting the integration process. Together the two companies will be a major force in the rapidly growing asthma/allergy market. We are delighted to have taken this measure which represents an important step in RPR's strategy to enhance shareholder value through innovation and leadership in key therapeutic areas." #### 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. 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 and invested more than $600 million in research and development in 1994. EX-20 3 Exhibit 20(b) (Press) Guy Esnouf (1) 610-454-5048 (Analyst) Arvind Sood (1) 610-454-3851 Rhone-Poulenc Rorer Receives Over 90% of Fisons Shares COLLEGEVILLE, PA and PARIS, FRANCE (October 27, 1995) -- Rhone-Poulenc Rorer Inc. (NYSE:RPR) announced that it has either bought or received acceptances for a total of over 90% of Fisons shares. As a result, Rhone-Poulenc Rorer will now be able to purchase under United Kingdom corporate law the remaining Fisons shares, including those held by U.S. shareholders at a price of 265 pence per share, which is the final price paid in its U.K. offer. 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. #### -----END PRIVACY-ENHANCED MESSAGE-----