Preview
Full Doc
 | 2000 | |
Novartis
As referenced in this Sangstat and Novartis Sign Global Settlement Agreement in Patent and Anti-Trust Lawsuits:
NOVARTIS – 99.1
For Immediate Release:
Media:
Maureen Byrne
GCI Healthcare (Media)
212-886-3395
Financial Community:
Therese Crozier
510 789-4331
SANGSTAT AND NOVARTIS SIGN GLOBAL SETTLEMENT AGREEMENT IN PATENT AND ANTI-TRUST LAWSUITS
Fremont, Calif.- July 27, 2000 - SangStat, The Transplant Company, (Nasdaq: SANG) announced today
_____________
Novartis – LAWSUITS
Fremont, Calif.- July 27, 2000 - SangStat, The Transplant Company, (Nasdaq: SANG) announced today that it has signed a global settlement agreement with Novartis AG and Novartis Pharmaceuticals Corporation with respect to the patent infringement lawsuits filed against SangStat in the US and UK regarding SangCya Oral
_____________
Novartis – July 27, 2000 - SangStat, The Transplant Company, (Nasdaq: SANG) announced today that it has signed a global settlement agreement with Novartis AG and Novartis Pharmaceuticals Corporation with respect to the patent infringement lawsuits filed against SangStat in the US and UK regarding SangCya Oral Solution, USP [MODIFIED]
_____________
Novartis – lawsuits filed against SangStat in the US and UK regarding SangCya Oral Solution, USP [MODIFIED] as well as the counterclaim SangStat filed against Novartis Pharmaceuticals Corporation in the US. As part of the settlement, SangStat has acknowledged that the Novartis patents are valid, but SangStat continues to
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Novartis – well as the counterclaim SangStat filed against Novartis Pharmaceuticals Corporation in the US. As part of the settlement, SangStat has acknowledged that the Novartis patents are valid, but SangStat continues to believe that SangCya does not infringe these patents. In addition, the parties have entered into a
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Novartis Pharma AG and Biotransplant Create New Xenotransplantation Research Company
Novartis Pharma AG and Biotransplant Create New Xenotransplantation Research Company (6K)
Doc #285550: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}a2027505zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
[BIOTRANSPLANT INCORPORATED LOGO]
BioTransplant Incorporated (ticker: BTRN, exchange: NASDAQ) News Release -
26-Sep-2000
Novartis Pharma AG and BioTransplant Create New Xenotransplantation Research
Company
CHARLESTOWN, Mass., September 26/PRNewswire/--Novartis Pharma AG and
BioTransplant Incorporated (Nasdaq: BTRN-NEWS) announced today that they are to
join forces to further develop their already substantial individual technology
bases in xenotransplantation. While both companies have made significant
scientific contributions to the field individually, Novartis Pharma AG and
BioTransplant believe that they can achieve greater success in moving
xenotransplantation to the clinic by combining their expertise, along with that
of Imutran Ltd., a wholly owned subsidiary of Novartis Pharma AG, into one,
independent company which is fully focused on the science and safety of
xenotransplantation. Xenotransplantation has the potential to provide a lifeline
for the thousands of people waiting for an organ transplant, many of whom will
die before an organ becomes available.
The new company, whose research activities will be based in Boston, USA begins
operations on January 1, 2001. Julia Greenstein, currently BioTransplant's Chief
Scientific Officer, will head up the new company. Key personnel from Imutran and
BioTransplant will lead the research program. Corinne Savill, currently COO of
Imutran, and Elliott Lebowitz, CEO of BioTransplant, will be members of the
Board of Directors. The share base of the Company will be owned 67% by Novartis
and 33% by BioTransplant. In return for contributing its technology and
financial support, Novartis retains the rights to commercialization of research
from the new company. In return for contributing its technology, BioTransplant
will receive royalty payments from Novartis sales. BioTransplant will
independently continue with its work on tolerance induction in
allotransplantation.
Commenting on the establishment of the company, Julie Greenstein said:
"BioTransplant and Novartis have been looking at different but complementary
ways of overcoming the rejection hurdles in xenotransplantation. The combination
of Novartis' expertise in immunosuppression and transgenic pigs with
BioTransplant's tolerance induction program and inbred miniature swine, will
provide a leading platform on which to further develop this potentially
life-saving technology."
{PAGE}
Paul Herrling, Head of Global Research, Novartis said: "From a scientific and
business prospective, this move makes sense for both companies and provides a
great opportunity to maximize our complementary technologies. By joining the two
approaches together, we hope to bring forward the day when xenotransplantation
will become a clinical reality. Novartis is committed to research in
xenotransplantation as part of its long term program to deliver new solutions to
the world wide organ donor shortage."
Elliott Lebowitz, CEO of BioTransplant commented: "We have had a long and
fruitful collaboration with Novartis in xenotransplantation for more than eight
years. The new company is an opportunity for the two companies to gain the
benefits of focusing more intensely on the synergies of their
xenotransplantation research programs, while allowing BioTransplant to
strengthen its focus on the AlloMune(TM) family of products."
The foregoing press release contains forward-looking statements that involve
known and unknown risks, uncertainties and other factors that may cause the
actual results to be materially different from any future results, performance,
or achievements expressed or implied by such statements. There can be no
assurance that the scientific and ethical issues presently preventing
xenotransplantation to move to clinical trials can be overcome through this
collaboration, or that xenotransplantation products will enter clinical trials,
that initial clinical trial results will be predictive of any future results,
that any such products will be subject to filings for regulatory approval, that
any such products will receive marketing approval from the regulatory
authorities, or that results from this collaboration will be marketed
successfully.
Novartis (NYSE: NVS - NEWS) is a world leader in healthcare with core businesses
in pharmaceuticals, consumer health, generics, eye-care, and animal health. In
1999, the Group (including Agribusiness) achieved sales of CHF 32.5 billion (USD
21.6 billion) and invested more than CHF 4.2 billion (USD 2.8 billion) in R&D.
Headquartered in Basel, Switzerland, Novartis employs about 82,500 people and
operates in over 140 countries around the world. The Group plans to spin off its
Crop Protection and Seeds sectors and to merge them with the agrochemicals
business of AstraZeneca in the fourth quarter of 2000.
BioTransplant Incorporated utilizes its proprietary technologies to re-educate
the body's immune responses to allow tolerance of foreign cells, tissues and
organs. Based on this technology ,the Company is developing a portfolio of
products for application in a range of medical conditions, including organ and
tissue transplantation, and treatment of cancer and autoimmune diseases, for
which current therapies are inadequate. BioTransplant's products under
development are intended to induce long-term functional transplantation
tolerance in humans, increase the therapeutic benefit of bone marrow
transplants, and reduce or eliminate the need for lifelong immunosuppressive
therapy.
Contact: Elliot Lebowitz, Ph.D., President and CEO, or Julia Greenstein, Ph.D.,
CSO, both of BioTransplant Incorporated, 617-241-5200; or Pat Dimond, Ph.D.,
Investor, ext. 245, or Prateek Patnaik, Media, ext. 273, both of Noonan-Russo
Communications, 212-696-4455, for Novartis Pharma AG.
{/TEXT}
{/DOCUMENT}
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Novartis Pharma
As referenced in this Novartis Pharma AG and Biotransplant Create New Xenotransplantation Research Company:
Novartis Pharma AG – DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
[BIOTRANSPLANT INCORPORATED LOGO]
BioTransplant Incorporated (ticker: BTRN, exchange: NASDAQ) News Release -
26-Sep-2000
Novartis Pharma AG and BioTransplant Create New Xenotransplantation Research
Company
CHARLESTOWN, Mass., September 26/PRNewswire/--Novartis Pharma AG and
BioTransplant Incorporated (Nasdaq: BTRN-NEWS) announced today
_____________
-Novartis Pharma AG – BTRN, exchange: NASDAQ) News Release -
26-Sep-2000
Novartis Pharma AG and BioTransplant Create New Xenotransplantation Research
Company
CHARLESTOWN, Mass., September 26/PRNewswire/--Novartis Pharma AG and
BioTransplant Incorporated (Nasdaq: BTRN-NEWS) announced today that they are to
join forces to further develop their already substantial individual technology
bases
_____________
Novartis Pharma AG – to further develop their already substantial individual technology
bases in xenotransplantation. While both companies have made significant
scientific contributions to the field individually, Novartis Pharma AG and
BioTransplant believe that they can achieve greater success in moving
xenotransplantation to the clinic by combining their expertise, along with that
of
_____________
Novartis Pharma AG, – greater success in moving
xenotransplantation to the clinic by combining their expertise, along with that
of Imutran Ltd., a wholly owned subsidiary of Novartis Pharma AG, into one,
independent company which is fully focused on the science and safety of
xenotransplantation. Xenotransplantation has the potential to provide a
_____________
Novartis Pharma AG. – or Pat Dimond, Ph.D.,
Investor, ext. 245, or Prateek Patnaik, Media, ext. 273, both of Noonan-Russo
Communications, 212-696-4455, for Novartis Pharma AG.
{/TEXT}
{/DOCUMENT}
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Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.
Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc. (9K)
Doc #288753: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}ex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
CUBIST PHARMACEUTICALS, INC. TO ACQUIRE TERRAGEN DISCOVERY INC.
Company Establishes Global Presence and Expands into Natural Product Drug
Discovery
****CONFERENCE CALL & LIVE WEBCAST TODAY AUGUST 8th AT 10:30 am ET****
CAMBRIDGE, MASS., AND VANCOUVER, BC, AUGUST 8, 2000 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and TerraGen Discovery Inc. today jointly announced the
signing of a definitive agreement for Cubist to acquire TerraGen, a privately
held company with operations in Vancouver, Canada and Slough, England. With the
acquisition, Cubist will enhance both its antimicrobial drug discovery platform
and product development engine and will obtain TerraGen's proprietary
technologies and expertise in the area of small molecule drug discovery from
natural products.
(Photo: http://www.newscom.com/cgi-bin/prnh/20000717/CUBELOGO)
There currently exist severe technical limitations in the ability to culture
over 99% of the microbes present in the environment. As a result, less than 1%
of existing natural microbial metabolites has been accessible for drug
screening. Despite these obstacles, however, natural diversity has proven to be
a rich source of pharmaceuticals-with greater than $14 billion annually in
global antibiotic sales derived from products from natural sources. Importantly,
TerraGen's proprietary technology portfolio overcomes the current technological
barriers, enabling the identification, production and screening for
pharmaceuticals from the untapped portion of the biological diversity that
exists today. In addition, TerraGen's expertise in directed biosynthesis
provides unique approaches for generating improved versions of existing drugs by
altering the metabolic pathways responsible for their production.
Specifically, TerraGen's patent estate covers the methods by which environmental
samples are collected and large DNA fragments encoding entire metabolic pathways
are cloned to create the NatGen(TM) collection of organisms, which produce novel
compounds. These techniques, coupled with TerraGen's NatChem(TM) chemical
extract library generated from a variety of microorganisms, greatly expand the
diversity of compounds that can be screened as drug candidates and extend the
utility of the conventional tools of natural product chemistry. Both companies
believe that such compounds will play a significant role in the discovery of
novel drugs in the field of antiinfectives as well as other important
therapeutic areas.
"We believe this acquisition will accelerate the achievement of our strategic
goal of attaining world leadership and a global presence in antiinfective drug
discovery, development and commercialization," said Scott M. Rocklage, Ph.D.,
Chairman, President and CEO of Cubist. "We will have one of the largest
committed efforts in the discovery and development of antiinfectives in the
world. Adding to the clinical success to date of Cidecin(TM), our lipopeptide
antibiotic currently in Phase III clinical trials, we will begin implementing
natural product chemistry technologies to expand our lipopeptide product
franchise. We will also broaden our drug discovery efforts to include natural
products, which currently are the source of 40% of the world's top-selling
drugs. In addition," Dr. Rocklage concluded, "as a result of the
{PAGE}
acquisition, we will have facilities established in Europe from which we can
both oversee our ongoing global clinical trials and manage our contract
manufacturing facilities."
"My colleagues and I are thrilled to be joining the Cubist team," said Julian
Davies, Ph.D., Chief Scientific Officer of TerraGen. "Cubist's experience in the
clinical development of a natural product, Cidecin, and its ongoing efforts in
the discovery of novel antiinfective agents make it the optimal choice to take
best advantage of our novel technology by providing resources and experience to
realize its full potential. We look forward to the successful integration of our
complementary strengths in discovery and development and participation in the
expansion of Cubist's drug discovery program."
Under the terms of the agreement, which both boards of directors have
unanimously approved, Cubist will acquire all of TerraGen's outstanding shares
in a stock-for-stock merger that is intended to be accounted for under a
pooling-of-interest treatment. Upon completion of the transaction, Cubist will
issue approximately $29 million worth of stock, or approximately 608,000 shares,
which is 2.1 % of its post-transaction, outstanding primary share count.
Completion of the acquisition is subject to review under the Hart- Scott-Rodino
Antitrust Improvement Act, to a vote of TerraGen's shareholders and to other
customary closing conditions. Cubist has already received agreements for
affirmative votes from 75% of TerraGen shareholders.
Bay City Capital acted as advisors to Cubist Pharmaceuticals for this
transaction.
TerraGen Discovery, Inc. is developing and applying innovative drug discovery
capabilities based on generating and screening novel small molecules derived
from traditionally inaccessible microbes. The Company's proprietary
combinatorial biosynthesis technologies provide unique access to a broad range
of structurally and functionally distinct compounds. TerraGen is partnering with
established pharmaceuticals companies to apply its platform to the discovery of
novel drugs and other high-value products, and is focusing its initial internal
drug discovery efforts on antiinfectives. TerraGen is a privately held,
venture-backed biotechnology company headquartered in Vancouver, British
Columbia.
Cubist Pharmaceuticals is focused on becoming a global leader in the research,
development and commercialization of novel antimicrobial drugs to combat serious
and life-threatening bacterial and fungal infections. Cubist is evaluating the
safety and efficacy of Cidecin(TM) (daptomycin for injection) in the EDGE(TM)
(Evaluation of Daptomycin in Gram-positive Entities) clinical trial program and
is engaged in multiple, strategic partnerships, including Novartis Pharma AG and
Merck & Co. for the discovery and development of novel antiinfectives.
CUBIST SAFEHARBOR STATEMENT
Statements contained herein that are not historical fact may be forward- looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, that are subject to a
variety of risks and uncertainties. There are a number of important factors that
could cause actual results to differ materially from those projected or
suggested in any forward-looking statements made by the Company. These factors
include, but are not limited to: (i) the Company's ability to successfully
complete product research and development, including pre-clinical and clinical
studies and commercialization; (ii) the Company's ability to obtain required
governmental approvals; (iii) the Company's ability to attract and/or maintain
manufacturing, sales, distribution and marketing partners; and (iv) the
Company's ability to develop and commercialize its products before its
competitors. Additional factors that would cause actual results to differ
materially from those projected or suggested in any forward-looking statements
are contained in the Company's filings with the Securities and Exchange
Commission, including those factors discussed under the caption "Risk Factors"
in the Company's Annual Report on Form 10-K/A (file No. 000-21379) filed on
April 3, 2000.
{PAGE}
******************CONFERENCE CALL INFORMATION******************
288753
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Cubist Pharma
As referenced in this Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.:
CUBIST PHARMACEUTICALS, – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}ex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
CUBIST PHARMACEUTICALS, INC. TO ACQUIRE TERRAGEN DISCOVERY INC.
Company Establishes Global Presence and Expands into Natural Product Drug
Discovery
****CONFERENCE CALL & LIVE WEBCAST TODAY
_____________
Cubist Pharmaceuticals, – Product Drug
Discovery
****CONFERENCE CALL & LIVE WEBCAST TODAY AUGUST 8th AT 10:30 am ET****
CAMBRIDGE, MASS., AND VANCOUVER, BC, AUGUST 8, 2000 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and TerraGen Discovery Inc. today jointly announced the
signing of a definitive agreement for Cubist to acquire TerraGen, a
_____________
Cubist Pharmaceuticals – customary closing conditions. Cubist has already received agreements for
affirmative votes from 75% of TerraGen shareholders.
Bay City Capital acted as advisors to Cubist Pharmaceuticals for this
transaction.
TerraGen Discovery, Inc. is developing and applying innovative drug discovery
capabilities based on generating and screening novel small molecules derived
_____________
Cubist Pharmaceuticals – focusing its initial internal
drug discovery efforts on antiinfectives. TerraGen is a privately held,
venture-backed biotechnology company headquartered in Vancouver, British
Columbia.
Cubist Pharmaceuticals is focused on becoming a global leader in the research,
development and commercialization of novel antimicrobial drugs to combat serious
and life-threatening
_____________
Cubist Pharmaceuticals, – http://www.vcall.com
*******************************************************************
For additional information, visit the Company's Web site at
http://www.cubist.com or http://www.noonanrusso.com.
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Jennifer LaVin Chris Morrison - media
Senior Director, Corporate Communications
(617) 576-4258 (212) 696-4455 ext. 230
jlavin@
_____________
dt 238921
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Merck & Co.
As referenced in this Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.:
Merck – TM)
(Evaluation of Daptomycin in Gram-positive Entities) clinical trial program and
is engaged in multiple, strategic partnerships, including Novartis Pharma AG and
Merck & Co. for the discovery and development of novel antiinfectives.
CUBIST SAFEHARBOR STATEMENT
Statements contained herein that are not historical fact may be
_____________
dt 218704
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Novartis Pharma
As referenced in this Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.:
Novartis Pharma AG – injection) in the EDGE(TM)
(Evaluation of Daptomycin in Gram-positive Entities) clinical trial program and
is engaged in multiple, strategic partnerships, including Novartis Pharma AG and
Merck & Co. for the discovery and development of novel antiinfectives.
CUBIST SAFEHARBOR STATEMENT
Statements contained herein that are not historical fact may
_____________
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Novartis Agrees to Acquire Wesley Jessen VisionCare
Novartis Agrees to Acquire Wesley Jessen VisionCare (7K)
Doc #305748: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
EX - 99.1
FOR MORE INFORMATION:
CIBA Vision Corporation
Kristie Madara (678) 415-3367
Wesley Jessen
Kevin Ryan, CEO
Edward Kelley, CFO
(847) 294-3000
George Sard/David Reno
Sard Verbinnen & Co.
(212) 687-8080
Novartis agrees to acquire Wesley Jessen VisionCare
For $38.50 per share in cash
Combined company will rank number two worldwide in contact lenses
ATLANTA, GA, and DES PLAINES, IL -- May 30, 2000 - CIBA Vision Corporation, the
eye care unit of Novartis AG (NYSE: NVS), and Wesley Jessen VisionCare, Inc.
(NASDAQ: WJCO) today jointly announced a definitive agreement whereby CIBA
Vision will acquire Wesley Jessen for $38.50 per share in cash, or a total of
approximately $785 million. The offer represents a premium of approximately 17
percent over the closing price of Wesley Jessen's shares on May 26, 2000, and an
approximate 55 percent premium over the closing price on March 22, 2000, the
last trading day prior to the announcement of Bausch & Lomb, Inc.'s (NYSE: BOL)
unsolicited offer for Wesley Jessen. The agreement was unanimously approved by
Wesley Jessen's Board of Directors.
CIBA Vision is a leading provider of contact lenses, lens care products and
ophthalmic pharmaceuticals. To consummate the transaction, CIBA Vision will
commence within five business days a cash tender offer for all outstanding
shares of Wesley Jessen
3
{PAGE}
common stock. Upon completion, the combined company will be the world's second
largest contact lens company. CIBA Vision and Wesley Jessen had 1999 pro-forma
sales of $1.4 billion and employed 8,900.
Daniel Vasella, Chairman and CEO of Novartis commented: "This move is part
of Novartis' strategy to develop world leadership positions in specific areas
both through organic growth and through acquisitions. It will enhance CIBA
Vision's critical mass and ability to compete in a fiercely contended market."
"Wesley Jessen brings to CIBA Vision an exciting range of products that
complement our existing brands," said Glen Bradley, CEO of CIBA Vision.
"Additionally, CIBA Vision will be able to greatly expand the global reach of
Wesley Jessen's product lines."
Kevin Ryan, Chairman, President and CEO of Wesley Jessen, said: "We're very
excited to have achieved this outstanding transaction for our shareholders,
customers and employees. CIBA Vision is offering an all-cash premium which
clearly exceeds Bausch & Lomb's best and final offer, and the business will
immediately benefit from our significantly expanded size and global reach."
Bradley continued, "The merger of the two businesses is expected to increase
their growth potential. Wesley Jessen will be able to expand its international
sales with the support of CIBA Vision's global sales and marketing operation,
and CIBA Vision will benefit from Wesley Jessen's technological expertise,
especially in the area of specialty lenses. CIBA Vision and Wesley Jessen expect
to achieve substantial synergies in the combined business."
The CIBA Vision offer is subject to 51 percent of the Wesley Jessen shares
being tendered and the expiration or termination
4
{PAGE}
of regulatory and other customary conditions. The transaction is expected to be
completed in the third quarter of 2000.
As a result of the agreement with CIBA Vision, Wesley Jessen has terminated
its previously announced merger agreement and other related agreements with
Ocular Sciences, Inc. (NASDAQ: OCLR) and has paid Ocular Sciences a $25 million
termination fee. Wesley Jessen has also postponed indefinitely its annual
shareholder meeting scheduled for June 23, 2000.
Wesley Jessen VisionCare is the leading worldwide developer, manufacturer
and marketer of specialty contact lenses.
With worldwide headquarters in Atlanta, Georgia, CIBA Vision is a global
leader in research, development and manufacturing of optical and ophthalmic
products and services, including contact lenses, lens care products, ophthalmic
surgical products and ophthalmic pharmaceuticals. CIBA Vision products are
available in more than 70 countries.
CIBA Vision is the eye care unit of Novartis, a world leader in healthcare
with core businesses in pharmaceuticals, consumer health, generics, eyecare, and
animal health. In 1999, the Group (including Agribusiness) achieved sales of CHF
32.5 billion and invested more than CHF4.2 billion in R&D. Headquartered in
Basel, Switzerland, Novartis employs about 82,000 people and operates in over
140 countries around the world. The group recently announced plans to spin off
its Crop Protection and Seeds sectors and to merge them with the agrochemicals
business of AstraZeneca to form a new company, Syngenta, in the second half of
2000.
FORWARD LOOKING STATEMENTS
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995 (the "Safe Harbor Provisions"). References made
5
{PAGE}
in the foregoing, in particular, statements made regarding the proposed business
combination between CIBA Vision and Wesley Jessen are based on management's
current expectations or beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. In particular, the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: inability to obtain, or meet
conditions imposed for, governmental approvals; costs related to the business
combination; the risk that the CIBA Vision and Wesley Jessen businesses will not
be integrated successfully; and other economic, business, competitive or
305748
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Novartis
As referenced in this Novartis Agrees to Acquire Wesley Jessen VisionCare:
Novartis ag – 415-3367
Wesley Jessen
Kevin Ryan, CEO
Edward Kelley, CFO
(847) 294-3000
George Sard/David Reno
Sard Verbinnen & Co.
(212) 687-8080
Novartis ag rees to acquire Wesley Jessen VisionCare
For $38.50 per share in cash
Combined company will rank number two worldwide in contact lenses
_____________
Novartis AG – number two worldwide in contact lenses
ATLANTA, GA, and DES PLAINES, IL -- May 30, 2000 - CIBA Vision Corporation, the
eye care unit of Novartis AG (NYSE: NVS), and Wesley Jessen VisionCare, Inc.
(NASDAQ: WJCO) today jointly announced a definitive agreement whereby CIBA
Vision will acquire Wesley Jessen
_____________
NOVARTIS AG – TENDER OFFER STATEMENT REGARDING THE ACQUISITION OF WESLEY JESSEN,
REFERENCED IN THIS PRESS RELEASE, WHICH WILL BE FILED BY WJ ACQUISITION CORP.
AND NOVARTIS AG WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THE
RELATED SOLICITATION/RECOMMENDATION STATEMENT WHICH WILL BE FILED BY WESLEY
JESSEN WITH
_____________
dt 281560
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Bausch & Lomb
As referenced in this Novartis Agrees to Acquire Wesley Jessen VisionCare:
Bausch & Lomb, Inc – and an
approximate 55 percent premium over the closing price on March 22, 2000, the
last trading day prior to the announcement of Bausch & Lomb, Inc .'s (NYSE: BOL)
unsolicited offer for Wesley Jessen. The agreement was unanimously approved by
Wesley Jessen's Board of Directors.
CIBA Vision
_____________
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Syngenta
As referenced in this Novartis Agrees to Acquire Wesley Jessen VisionCare:
Syngenta, – spin off
its Crop Protection and Seeds sectors and to merge them with the agrochemicals
business of AstraZeneca to form a new company, Syngenta, in the second half of
2000.
FORWARD LOOKING STATEMENTS
The foregoing communications contain forward-looking statements within the
meaning of the Safe
_____________
dt 278536
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Preview
Full Doc
| 2001 |
Biotransplant Incorporated Reports Fourth Quarter and Year End 2000 Results
Biotransplant Incorporated Reports Fourth Quarter and Year End 2000 Results (12K)
Doc #285534: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}a2041083zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACTS:
BioTransplant Incorporated Noonan/Russo Communications, Inc.
Richard Capasso Prateek Patnaik (Media), x273
Vice President, Finance & Treasurer Sharon Weinstein (Investor), x334
(617) 241-5200 (212) 696-4455
www.biotransplant.com www.noonanrusso.com
BIOTRANSPLANT INCORPORATED REPORTS
FOURTH QUARTER AND YEAR END 2000 RESULTS
Charlestown, MA., March 12, 2001 - BioTransplant Incorporated (Nasdaq: BTRN)
today reported financial results for the fourth quarter and year ended December
31, 2000. For the fourth quarter ended December 31, 2000, the Company reported a
net loss of $4,271,000 or $0.36 per common share, compared to a net loss of
$2,213,000 or $0.26 per common share, for the same period in 1999. Revenues for
the fourth quarter of 2000 and 1999 were $110,000 and $2,477,000 respectively.
The decrease in revenues was due primarily to an anticipated decrease in
research and development support from the Company's collaboration with Novartis
Pharma AG, as discussed below.
The Company reported a net loss of $11,679,000 or $1.01 per common share for the
year ended December 31, 2000, compared to a net loss of $8,673,000 or $1.01 per
common share for the year ended December 31, 1999. Revenues decreased to
$4,563,000 for 2000, compared to $8,689,000 for 1999. The decrease in revenues
was due primarily to an anticipated decrease in research and development support
from the Company's collaboration with Novartis Pharma AG, which came to a
conclusion in October 2000, concurrent with the formation of Immerge
BioTherapeutics, the Company's joint venture with Novartis in the field of
xenotransplantation.
The Company reported cash, cash equivalents and investments of $14,873,000 on
December 31, 2000, compared to $21,367,000 on December 31, 1999. The Company
anticipates that it has sufficient cash to fund its operating and capital
requirements through the middle of 2001. The Company will require substantial
additional funds in the near-term to continue operations beyond mid-2001,
including, continuing the development and commercialization of its products.
Management is actively pursuing various alternatives for raising capital to fund
its operations going forward.
"During the year, BioTransplant has moved closer to the goal of becoming the
leader in human transplantation therapies for cancer and other serious diseases.
The Company has taken many strategic steps culminating in the signing of a
definitive merger agreement to acquire Eligix," commented Elliot Lebowitz,
Ph.D., president and chief executive officer of BioTransplant. "This an exciting
time for us. MedImmune is advancing MEDI-507 for psoriasis in the clinic, and we
expect that Immerge BioTherapeutics, our JV with Novartis, will further
xenotransplantation research efforts for organ transplantation. We are also
moving ahead with the AlloMune System for cancer and other serious diseases.
With our planned acquisition of Eligix, which we expect to consummate in the
first half of this year, we anticipate having a source of near-term European
revenues as well as products in Phase III in 2001."
HIGHLIGHTS OF THE YEAR 2000 INCLUDE:
o Created Immerge BioTherapeutics, a new xenotransplantation-focused
research company, in a joint venture with Novartis AG
o Signed definitive agreement to acquire Eligix
{PAGE}
BioTransplant Fourth Quarter and Year End 2000 Page 2 of 3
HIGHLIGHTS OF THE YEAR 2000 (CONTINUED FROM PAGE 1)
o Bred miniature swine that do not transmit Porcine Endogenous Retrovirus
(PERV) to humans
o Announced with Massachusetts General Hospital (MGH) a novel, less toxic
treatment for lymphoma and leukemia
o Renewed collaboration in transplantation research with MGH
o Completed a $9.7 million private placement
o Received U.S. patent covering a novel approach to xenotransplantation
tolerance
o Received U.S. patent, along with MGH, covering a unique approach to
transplantation and blood cell cancers
BioTransplant Incorporated utilizes its proprietary technologies in re-educating
the body's immune responses to allow tolerance of foreign cells, tissues and
organs. Based on this technology, the Company is developing a portfolio of
products designed to treat a range of medical conditions, including organ and
tissue transplantation, cancer and autoimmune disease for which current
therapies are inadequate. BioTransplant's products are intended to induce
long-term functional transplantation tolerance in humans, increase the
therapeutic benefit of bone marrow transplants, and reduce or eliminate the need
for life-long immunosuppressive therapy.
IMPORTANT INFORMATION
This announcement contains, in addition to historical information,
forward-looking statements about BioTransplant that involve risks and
uncertainties. Such statements reflect management's current views and are based
on assumptions, including statements about the benefits of the
BioTransplant/Eligix merger, the timing of the closing of merger and the
benefits of the merger. Actual results could differ materially from those
currently anticipated as a result of a number of important factors. Factors that
could cause future results to differ materially from such forward-looking
statements include, but are not limited to: BioTransplant's ability to secure
the substantial additional funding required for its operations and research and
development programs; failure of BioTransplant's or Eligix's stockholders to
approve the merger; the failure of the combined business to realize anticipated
benefits of the merger; the risk that, if the merger is consummated as planned,
BioTransplant's and Eligix's business will not be integrated successfully;
BioTransplant's ability to successfully discover, develop and commercialize its
products, obtain required regulatory approvals in a timely fashion, and overcome
other difficulties inherent in developing pharmaceuticals and procedures for
organ transplantation; BioTransplant's ability to obtain and enforce the patent
protection required for its products; uncertainties as to the extent of future
government regulation of the transplantation business; and BioTransplant's
ability to maintain collaborations and joint venture alliances with third
parties. For a detailed discussion of these and other factors, please refer to
BioTransplant's filings with the Securities and Exchange Commission, including
the discussion set forth in the section titled "Business - Factors Which May
Affect Results" in BioTransplant's current Annual Report on Form 10-K.
Investors and stockholders are urged to read the proxy statement/prospectus
relating to the BioTransplant/Eligix merger, filed with the Securities and
Exchange Commission by BioTransplant (File No. 333-53386), because it contains
important information. The proxy statement/prospectus will be sent to the
stockholders of BioTransplant seeking their approval of the proposed
285534
|
Novartis
As referenced in this Biotransplant Incorporated Reports Fourth Quarter and Year End 2000 Results:
Novartis
– respectively.
The decrease in revenues was due primarily to an anticipated decrease in
research and development support from the Company's collaboration with Novartis
Pharma AG, as discussed below.
The Company reported a net loss of $11,679,000 or $1.01 per common share for
_____________
Novartis – 1999. The decrease in revenues
was due primarily to an anticipated decrease in research and development support
from the Company's collaboration with Novartis Pharma AG, which came to a
conclusion in October 2000, concurrent with the formation of Immerge
BioTherapeutics, the Company's joint venture with
_____________
Novartis – Pharma AG, which came to a
conclusion in October 2000, concurrent with the formation of Immerge
BioTherapeutics, the Company's joint venture with Novartis in the field of
xenotransplantation.
The Company reported cash, cash equivalents and investments of $14,873,000 on
December 31, 2000, compared to $
_____________
Novartis, – exciting
time for us. MedImmune is advancing MEDI-507 for psoriasis in the clinic, and we
expect that Immerge BioTherapeutics, our JV with Novartis, will further
xenotransplantation research efforts for organ transplantation. We are also
moving ahead with the AlloMune System for cancer and other serious
_____________
Novartis – in 2001."
HIGHLIGHTS OF THE YEAR 2000 INCLUDE:
o Created Immerge BioTherapeutics, a new xenotransplantation-focused
research company, in a joint venture with Novartis AG
o Signed definitive agreement to acquire Eligix
{PAGE}
BioTransplant Fourth Quarter and Year End 2000 Page 2 of 3
HIGHLIGHTS OF THE
_____________
dt 226774
;
|
Novartis Pharma
As referenced in this Biotransplant Incorporated Reports Fourth Quarter and Year End 2000 Results:
Novartis
Pharma AG, – respectively.
The decrease in revenues was due primarily to an anticipated decrease in
research and development support from the Company's collaboration with Novartis
Pharma AG, as discussed below.
The Company reported a net loss of $11,679,000 or $1.01 per common share for the
year
_____________
Novartis Pharma AG, – 1999. The decrease in revenues
was due primarily to an anticipated decrease in research and development support
from the Company's collaboration with Novartis Pharma AG, which came to a
conclusion in October 2000, concurrent with the formation of Immerge
BioTherapeutics, the Company's joint venture with Novartis
_____________
dt 277699
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| Full Doc
| 2001 |
Isis Pharmaceuticals and Hybridon Complete Intellectual Property Licensing Agreements
Isis Pharmaceuticals and Hybridon Complete Intellectual Property Licensing Agreements (8K)
Doc #304631: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}b39654hyex99-1.txt
{DESCRIPTION}PRESS RELEASE DATED MAY 25, 2001
{TEXT}
{PAGE} 1
EXHIBIT-99.1
FRIDAY MAY 25, 2001
PRESS RELEASE
ISIS PHARMACEUTICALS AND HYBRIDON COMPLETE INTELLECTUAL PROPERTY LICENSING
AGREEMENTS
ISIS PHARMACEUTICALS TAKES AN EXCLUSIVE LICENSE TO HYBRIDON'S ANTISENSE
CHEMISTRY AND DELIVERY TECHNOLOGY PATENTS
HYBRIDON TAKES A LICENSE TO ISIS' RNASE H SUITE OF PATENTS
CAMBRIDGE, Mass. and CARLSBAD, Calif., May 25 /PRNewswire/ -- Hybridon (OTC
Bulletin Board: HYBN - news) and Isis Pharmaceuticals, Inc. (Nasdaq: ISIP -
NEWS), the two pioneers of antisense technology, announced today patent
licensing activities that would eliminate any potential patent conflict between
them, fortify Isis' dominant position in antisense technology and enhance
Hybridon's ability to exploit the advances it has made in antisense technology.
These transactions support the application of each company's technologies. Isis
has taken an exclusive license to all of Hybridon's antisense chemistry and
delivery patents and technology. Hybridon retains the right to practice its
licensed antisense patent technologies and to sublicense it to collaborators.
Hybridon has taken a license to Isis' suite of RNase H patents that covers the
mechanism of action of many antisense drugs to support Hybridon's activities in
antisense therapeutics.
In exchange for the license to Hybridon's antisense intellectual property, Isis
will pay Hybridon $15 million in cash and will pay $19.5 million in Isis stock
over two years. Under the agreement Isis has also acquired the exclusive right
to sub-license the licensed Hybridon technology to third parties. In return for
access to Isis' RNase H suite of patents, Hybridon will pay Isis $6 million in
Hybridon stock over three years. The license of Isis' RNase H patents to
Hybridon is not sublicenseable, except in connection with Hybridon antisense
drugs. Under the terms of the non-exclusive license from Isis, Hybridon cannot
use those licenses to practice commercial functional genomics and target
validation as a service for third parties.
"We are extremely pleased to complete this transaction with Isis," stated Sudhir
Agrawal D.Phil., Hybridon's President and Chief Scientific Officer. "We believe
antisense is maturing into a broad technology platform. The licensing
arrangements we established today allow each company to move forward to exploit
the opportunity without encumbering the other, and the success of either party
will benefit the other. This transaction also solidifies Hybridon's financial
position, and allows us to create value through the commercialization of our
three DNA chemistry technology platforms which include immunomodulatory Oligos,
Cyclicon(TM) DNA and antisense therapeutics."
"The license of Hybridon's intellectual property is part of our continuing
strategy to dominate antisense for drug discovery and functional genomics," said
B. Lynne Parshall, Isis' Executive Vice President. "Hybridon has performed
high-quality science, and these patents round out our
{PAGE} 2
antisense patent portfolio. Control of these patents also boosts our strategic
position as the licensor of antisense technology to partners for antisense
functional genomics and target validation activities, as well as antisense
therapeutics. Additionally, it will decrease Isis' potential for conflict and
associated expenses."
Isis' intellectual property position in RNA-based drug discovery is the product
of 12 years of focused research and is comprised of over 700 issued and allowed
patents. Isis began consolidation of non-Isis antisense intellectual property
two years ago with the acquisition of Gilead's antisense patent estate. The
licensing of Hybridon's patent portfolio augments Isis' estate and further
solidifies Isis' control of patented technology in the field of antisense.
"This agreement is an important milestone for the clinical and commercial
application of antisense," said James B. Wyngaarden, M.D., Chairman of the Board
of Directors of Hybridon. "Hybridon is proud to join with Isis in achieving this
significant milestone. We look forward to combining Hybridon's technological and
financial resources to create further value for our shareholders."
"We believe the strength of our intellectual property position in antisense will
be a tremendous source of value to our shareholders," said Stanley T. Crooke,
M.D., Ph.D., Isis' Chairman and CEO. "The licensing of our RNase H suite of
patents to Hybridon is the latest example of how Isis is generating value from
its existing patent estate. Last year Isis generated over $12 million in revenue
from sales and licensing of patents that were non-essential to our antisense
focus. The exclusive license of Hybridon's intellectual property has further
fortified our position in antisense."
Isis Pharmaceuticals, Inc. is exploiting its expertise in RNA to discover and
develop novel human therapeutic drugs. The company has commercialized its first
product, Vitravene(TM) (fomivirsen), to treat CMV-induced retinitis in AIDS
patients. In addition, Isis has 11 products in its development pipeline, with
two in late-stage development and four in Phase II human clinical trials. ISIS
3521, an inhibitor of PKC-alpha, is in Phase III trials for non-small cell lung
cancer. Isis is preparing to initiate a Phase III program for ISIS 2302
(alicaforsen) an ICAM-1 inhibitor, in Crohn's disease. Isis has a broad and
proprietary patent estate of more than 700 issued and allowed patents worldwide.
Isis' GeneTrove(TM) division uses antisense to assist pharmaceutical industry
partners in validating and prioritizing potential gene targets through
customized services and access to an extensive gene function database. Ibis
Therapeutics(TM) is a division focused on the discovery of small molecule drugs
that bind to RNA.
Hybridon is a leader in the development of oligonucleotide chemistries for
therapeutics and diagnostics. Its three primary technology platforms are:
immunomodulatory oligonucleotides (Hybridon's IMOs) for use alone or in
conjunction with a wide variety of other compounds where stimulation of the
immune system would have a beneficial effect; Cyclicon(TM) oligonucleotides, a
unique fluorescent tool for use in drug discovery, PCR applications, and DNA
microarray chips and diagnostics; and antisense oligonucleotides for
therapeutics and diagnostics. These platforms allow Hybridon to create value
through a combination of in-house development of products, collaborations with
partners and the licensing of broadly applicable technology. For more detailed
information about Hybridon, please visit the website at http://www.hybridon.com.
{PAGE} 3
This press release contains forward-looking statements concerning the
intellectual property positions of both Isis Pharmaceuticals, Inc. and Hybridon,
Inc. Such statements are subject to certain risks and uncertainties,
particularly those inherent in the process of discovering, developing and
commercializing drugs that are safe and effective for use as human therapeutics
and financing such activities. Actual results could differ materially from those
projected in this release. As a result, the reader is cautioned not to rely on
these forward-looking statements. These and other risks concerning Isis' and
Hybridon's research and development programs are described in additional detail
in Isis' Annual Report on Form 10K-A for the year ended December 31, 2000, and
Hybridon's Annual Report on Form 10K-A for the year ended December 31, 2000,
which are on file with the U.S. Securities and Exchange Commission. Copies are
available from the respective companies.
Vitravene(TM) is a trademark of Novartis AG.
304631
|
Novartis
As referenced in this Isis Pharmaceuticals and Hybridon Complete Intellectual Property Licensing Agreements:
Novartis AG – on file with the U.S. Securities and Exchange Commission. Copies are
available from the respective companies.
Vitravene(TM) is a trademark of Novartis AG .
GeneTrove(TM) and Ibis Therapeutics(TM) are trademarks of Isis Pharmaceuticals,
Inc.
{/TEXT}
{/DOCUMENT}
_____________
dt 281539
;
Hybridon
As referenced in this Isis Pharmaceuticals and Hybridon Complete Intellectual Property Licensing Agreements:
Hybridon,
Inc – www.hybridon.com.
{PAGE} 3
This press release contains forward-looking statements concerning the
intellectual property positions of both Isis Pharmaceuticals, Inc. and Hybridon,
Inc . Such statements are subject to certain risks and uncertainties,
particularly those inherent in the process of discovering, developing and
commercializing drugs that
_____________
dt 278898
;
|
ISIS Pharma
As referenced in this Isis Pharmaceuticals and Hybridon Complete Intellectual Property Licensing Agreements:
ISIS PHARMACEUTICALS – FILENAME}b39654hyex99-1.txt
{DESCRIPTION}PRESS RELEASE DATED MAY 25, 2001
{TEXT}
{PAGE} 1
EXHIBIT-99.1
FRIDAY MAY 25, 2001
PRESS RELEASE
ISIS PHARMACEUTICALS AND HYBRIDON COMPLETE INTELLECTUAL PROPERTY LICENSING
AGREEMENTS
ISIS PHARMACEUTICALS TAKES AN EXCLUSIVE LICENSE TO HYBRIDON'S ANTISENSE
CHEMISTRY AND DELIVERY TECHNOLOGY PATENTS
HYBRIDON
_____________
ISIS PHARMACEUTICALS – 25, 2001
{TEXT}
{PAGE} 1
EXHIBIT-99.1
FRIDAY MAY 25, 2001
PRESS RELEASE
ISIS PHARMACEUTICALS AND HYBRIDON COMPLETE INTELLECTUAL PROPERTY LICENSING
AGREEMENTS
ISIS PHARMACEUTICALS TAKES AN EXCLUSIVE LICENSE TO HYBRIDON'S ANTISENSE
CHEMISTRY AND DELIVERY TECHNOLOGY PATENTS
HYBRIDON TAKES A LICENSE TO ISIS' RNASE H SUITE OF
_____________
Isis Pharmaceuticals, – LICENSE TO ISIS' RNASE H SUITE OF PATENTS
CAMBRIDGE, Mass. and CARLSBAD, Calif., May 25 /PRNewswire/ -- Hybridon (OTC
Bulletin Board: HYBN - news) and Isis Pharmaceuticals, Inc. (Nasdaq: ISIP -
NEWS), the two pioneers of antisense technology, announced today patent
licensing activities that would eliminate any potential patent conflict
_____________
Isis Pharmaceuticals, – that were non-essential to our antisense
focus. The exclusive license of Hybridon's intellectual property has further
fortified our position in antisense."
Isis Pharmaceuticals, Inc. is exploiting its expertise in RNA to discover and
develop novel human therapeutic drugs. The company has commercialized its first
product,
_____________
Isis Pharmaceuticals, – the website at http://www.hybridon.com.
{PAGE} 3
This press release contains forward-looking statements concerning the
intellectual property positions of both Isis Pharmaceuticals, Inc. and Hybridon,
Inc. Such statements are subject to certain risks and uncertainties,
particularly those inherent in the process of discovering, developing
_____________
dt 273207
|
Preview
Full Doc
| 2003 |
Sangstat Announces Q1 2003 Earnings per Share of $0.07 on Revenues of $29.5 Million
Sangstat Announces Q1 2003 Earnings per Share of $0.07 on Revenues of $29.5 Million (10K)
Doc #276658: Click preview link for longer preview.
Contact:
Stephen G. Dance
510-789-4304
FOR IMMEDIATE RELEASE
SANGSTAT ANNOUNCES Q1 2003 EARNINGS PER SHARE OF $0.07 ON REVENUES OF $29.5 MILLION
Fremont, Calif.- April 28, 2003 - SangStat Medical Corporation (Nasdaq: SANG) today announced first quarter 2003 earnings per share (EPS) of $0.07 and worldwide revenues of $29.5 million, an increase of 22 percent over first quarter 2002. Sales of SangStat's lead marketed product, Thymoglobulin? [anti-Thymocyte globulin, rabbit] in North America in the first quarter of 2003 were $13.7 million, a . . .
276658
| |
Sangstat Medical
As referenced in this Sangstat Announces Q1 2003 Earnings per Share of $0.07 on Revenues of $29.5 Million:
SangStat Medical Corp – IMMEDIATE RELEASE
SANGSTAT ANNOUNCES Q1 2003 EARNINGS PER SHARE OF $0.07 ON REVENUES OF $29.5 MILLION
Fremont, Calif.- April 28, 2003 - SangStat Medical Corp oration (Nasdaq: SANG) today announced first quarter 2003 earnings per share (EPS) of $0.07 and worldwide revenues of $29.5 million, an
_____________
SANGSTAT MEDICAL CORP – Securities and Exchange Commission. SangStat assumes no obligation to update any such forward-looking statements, risks or reasons why actual results might differ.
# # #
SANGSTAT MEDICAL CORP ORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
2003
2002
REVENUES:
Net product
_____________
dt 201288
|
| Full Doc
| 2003 |
Cubist Pharmaceuticals Reports First-Quarter 2003 Results
Cubist Pharmaceuticals Reports First-Quarter 2003 Results (9K)
Doc #288636: This document is immediately available for purchase, but does not have a preview available for viewing.
Contacts:
Cubist Pharmaceuticals, Inc.
Jennifer LaVin
Executive Director, Corporate Communications
(781) 860-8362
jennifer.lavin@cubist.com
Euro RSCG Life NRP
Ashley Tapp?financial media
(212) 845-4247
ashley.tapp@nrp-euro.com
CUBIST PHARMACEUTICALS REPORTS FIRST-QUARTER 2003 RESULTS
Company Makes $1.5 Million Milestone Payment to Biochemie for Successful
Antibiotic Dosing Study in Humans
CONFERENCE CALL & WEBCAST TODAY at 9:00 am ET
Lexington, MA, May 7, 2003?Cubist Pharmaceuticals, Inc. (Nasdaq: CBST) today reported results . . .
288636
|
Novartis
As referenced in this Cubist Pharmaceuticals Reports First-Quarter 2003 Results:
Novartis, – which generated $1,400,000 in revenue in the first quarter of 2002, as well as the completion of a research collaboration with Novartis, in February 2003, which generated $862,000 in revenue in the first quarter of 2002 versus $248,000 in revenue in the
_____________
Novartis – shares outstanding as of March 31, 2003 was 29,594,196.
Cubist also today announced a milestone payment to Biochemie, a unit of Novartis AG, related to the companies' license agreement on the investigational cephalosporin antibiotic CAB-175. Cubist recently completed its first human study in the
_____________
dt 226823
;
Cubist Pharma
As referenced in this Cubist Pharmaceuticals Reports First-Quarter 2003 Results:
Cubist Pharmaceuticals, – EX-99.1 3 a2110638zex-99_1.htm EXHIBIT 99.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.1
Contacts:
Cubist Pharmaceuticals, Inc.
Jennifer LaVin
Executive Director, Corporate Communications
(781) 860-8362
jennifer.lavin@cubist.com
Euro RSCG Life NRP
Ashley Tappfinancial media
(212)
_____________
CUBIST PHARMACEUTICALS – Communications
(781) 860-8362
jennifer.lavin@cubist.com
Euro RSCG Life NRP
Ashley Tappfinancial media
(212) 845-4247
ashley.tapp@nrp-euro.com
CUBIST PHARMACEUTICALS REPORTS FIRST-QUARTER 2003 RESULTS
Company Makes $1.5 Million Milestone Payment to Biochemie for Successful
Antibiotic Dosing Study in Humans
CONFERENCE CALL &
_____________
Cubist Pharmaceuticals, – respectively. In in vitro studies, CAB-175 has thus far demonstrated a very low potential for the development of bacterial resistance.
About Cubist
Cubist Pharmaceuticals, Inc. is focused on becoming a global leader in the research, development and commercialization of novel pharmaceuticals to combat serious and life-
_____________
Cubist Pharmaceuticals, – Commission, including those factors discussed under the caption "Risk Factors" in the Company's recent SEC filings.
Cidecin is a registered trademark of Cubist Pharmaceuticals, Inc.
Tables Follow
CUBIST PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEETS
UNAUDITED
March 31,
2003
December 31,
2002
ASSETS
Cash, cash equivalents and investments
$
_____________
CUBIST PHARMACEUTICALS, – under the caption "Risk Factors" in the Company's recent SEC filings.
Cidecin is a registered trademark of Cubist Pharmaceuticals, Inc.
Tables Follow
CUBIST PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEETS
UNAUDITED
March 31,
2003
December 31,
2002
ASSETS
Cash, cash equivalents and investments
$
125,927,471
$
151,219,
_____________
dt 238810
;
| |
Preview
Full Doc
| 2001 |
Agreement
Agreement (205K)
Doc #296930: Click preview link for longer preview.
AGREEMENT
between
GEN-PROBE INCORPORATED
and
CHIRON CORPORATION
Dated as of June 11, 1998
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE 1 DEFINITIONS...............................................................................1
1.1 "Affiliate"...............................................................................1
1.2 "Applicable Purchase Price"...............................................................2
1.3 "Applicable Royalty"......................................................................4
1.4 "Blood Screening Assays"..................................................................4
1.5 "Blood Screening Field"...................................................................4
1.6 "Blood Screening Instruments".............................................................4
1.7 "Blood Screening Term"....................................................................4
1.8 "CDS".....................................................................................4
1.9 "Change in Control".......................................................................5
1.10 "Chiron Copyrights".......................................................................5
1.11 "Chiron HCV Patent Rights"................................................................5
1.12 "Chiron HIV Patent Rights"................................................................5
1.13 "Chiron Know-How".........................................................................5
1.14 "Chiron IP Rights"........................................................................6
1.15 "Chiron Marks"............................................................................6
1.16 "Chiron Patent Rights"....................................................................6
1.17 [PROVISION ASSIGNED]......................................................................6
1.18 [PROVISION ASSIGNED]......................................................................6
1.19 [PROVISION ASSIGNED]......................................................................6
1.20 [PROVISION ASSIGNED]......................................................................6
1.21 [PROVISION ASSIGNED]......................................................................7
1.22 "Commercially Reasonable Efforts".........................................................7
1.23 "Confidential Information"................................................................7
1.24 "Development Costs".......................................................................8
1.25 "Development Program".....................................................................8
1.26 "Effective Date"..........................................................................8
1.27 [PROVISION ASSIGNED]......................................................................8
1.28 "FDA".....................................................................................8
1.29 "First Commercial Sale....................................................................8
1.30 "Future Blood Screening Assays"...........................................................8
1.31 [PROVISION ASSIGNED]......................................................................8
1.32 "Gen-Probe Copyrights"....................................................................8
1.33 "Gen-Probe Know-How"......................................................................9
1.34 "Gen-Probe IP Rights".....................................................................9
1.35 "Gen-Probe Marks".........................................................................9
1.36 "Gen-Probe Patent Rights".................................................................9
1.37 "HCV".....................................................................................9
1.38 "HIV-1"...................................................................................9
1.39 "Initial Blood Screening Assays".........................................................10
1.40 [PROVISION ASSIGNED].....................................................................10
i
{PAGE}
1.41 "Japanese HIV Qualitative Blood Screening Assay..........................................10
1.42 "Leader/Magnetic Separation Instrument"..................................................10
1.43 "Major Distributor"......................................................................10
1.44 "Manufacturing Cost".....................................................................10
1.45 "Manufacturing Royalty"..................................................................10
1.46 "Net Sales"..............................................................................11
1.47 [PROVISION ASSIGNED].....................................................................13
1.48 "Pass Through Royalty....................................................................13
1.49 "Person".................................................................................13
1.50 "Product"................................................................................13
1.51 "Rare Reagents"..........................................................................13
1.52 "Sales Royalty"..........................................................................14
1.53 "Supervisory Board"......................................................................14
1.54 "Territory"..............................................................................14
1.55 "Third Party"............................................................................14
1.56 "Tigris Instrument"......................................................................14
1.57 "TMA Assay"..............................................................................15
1.58 "Transfer Price".........................................................................15
1.59 "Valid Claim"............................................................................17
ARTICLE 2 REPRESENTATIONS AND WARRANTIES...........................................................17
2.1 By Each Party............................................................................17
2.2 By Chiron................................................................................18
2.3 DISCLAIMER OF WARRANTIES.................................................................18
ARTICLE 3 BLOOD SCREENING PRODUCTS.................................................................19
3.1 Initial Blood Screening Assays...........................................................19
3.2 Future Blood Screening Assays............................................................24
3.3 Blood Screening Instruments..............................................................30
3.4 Appointment of Major Distributor.........................................................35
3.5 Records and Reports......................................................................35
3.6 Interim Opportunities....................................................................35
ARTICLE 4 [PROVISION ASSIGNED].....................................................................36
4.1 [PROVISION ASSIGNED].....................................................................36
4.2 [PROVISION ASSIGNED].....................................................................40
4.3 [PROVISION ASSIGNED].....................................................................45
4.4 [PROVISION ASSIGNED].....................................................................51
4.5 [PROVISION ASSIGNED].....................................................................56
4.6 [PROVISION ASSIGNED].....................................................................58
4.7 [PROVISION ASSIGNED].....................................................................58
ARTICLE 5 SUPERVISORY BOARDS.......................................................................59
5.1 Supervisory Boards.......................................................................59
5.2 Reports..................................................................................60
ii
{PAGE}
ARTICLE 6 SUPPLY TERMS.............................................................................60
6.1 Manufacture and Sale.....................................................................60
6.2 Manufacturing Practices..................................................................60
6.3 Forecasts and Orders.....................................................................61
6.4 Delivery and Acceptance..................................................................63
6.5 Packaging................................................................................64
6.6 Warranty.................................................................................64
6.7 Independent Purchaser Status.............................................................64
6.8 Invoicing................................................................................64
6.9 Sales and Use Taxes......................................................................64
6.10 Non-Commercial Products..................................................................64
6.11 Internal Commercial Use..................................................................65
6.12 Safety Stocks............................................................................65
ARTICLE 7 PAYMENTS AND REPORTS.....................................................................66
7.1 Reports..................................................................................66
7.2 Exchange Rates...........................................................................66
7.3 Audits...................................................................................66
7.4 Payment Method...........................................................................67
7.5 Exchange Control.........................................................................67
7.6 Withholding Taxes........................................................................67
7.7 Late Payments............................................................................67
ARTICLE 8 CONFIDENTIALITY..........................................................................68
8.1 Confidential Information.................................................................68
8.2 Terms of this Agreement..................................................................68
8.3 Permitted Disclosures....................................................................69
ARTICLE 9 INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS .............................................69
9.1 Ownership of Inventions .................................................................69
9.2 Patent Rights ...........................................................................73
9.3 Copyrights ..............................................................................73
9.4 Trademarks ..............................................................................74
9.5 No other Technology Rights ..............................................................74
9.6 Third Party Technology ..................................................................74
ARTICLE 10 INDEMNIFICATION AND INSURANCE ...........................................................75
10.1 Indemnity ...............................................................................75
10.2 Procedure................................................................................75
10.3 Insurance ...............................................................................76
ARTICLE 11 TERM AND TERMINATION ....................................................................76
11.1 Expiration ..............................................................................76
11.2 Termination .............................................................................76
iii
{PAGE}
11.3 Effect of Expiration and Termination ....................................................77
ARTICLE 12 CONDITIONS PRECEDENT ....................................................................78
12.1 Due Execution and Delivery ..............................................................78
12.2 Accuracy of Representations and Warranties ..............................................78
12.3 Governmental Approvals ..................................................................78
12.4 Due Diligence ...........................................................................78
ARTICLE 13 ARBITRATION .............................................................................78
13.1 Executive Mediation .....................................................................78
13.2 Arbitration Procedure ...................................................................79
13.3 Review ..................................................................................80
ARTICLE 14 ACCESS FEES .............................................................................80
ARTICLE 15 MISCELLANEOUS ...........................................................................81
15.1 Notices .................................................................................81
15.2 Force Majeure ...........................................................................81
15.3 Assignment ..............................................................................82
15.4 Severability ............................................................................82
15.5 Applicable Law ..........................................................................83
15.6 Entire Agreement ........................................................................83
15.7 Expenses and Attorney's Fees ............................................................83
15.8 Independent Contractors .................................................................83
15.9 Waiver ..................................................................................83
15.10 Drafting Party ..........................................................................83
15.11 Third Parties ...........................................................................84
15.12 Affiliates ..............................................................................84
15.13 Counterparts ............................................................................84
{/TABLE}
iv
{PAGE}
AGREEMENT
THIS AGREEMENT dated as of June 11, 1998 (this "Agreement"), is entered into
between GEN-PROBE INCORPORATED, a Delaware corporation ("Gen-Probe"), having a
place of business at 10210 Genetic Center Drive, San Diego, California 92121,
and CHIRON CORPORATION, a Delaware corporation ("Chiron"), having a place of
business at 4560 Horton Street, Emeryville, California 94608.
RECITALS
WHEREAS, Gen-Probe owns or has rights in certain patent rights, other
intellectual property rights and technology regarding in vitro diagnostic assays
based on or utilizing transcription-mediated amplification and regarding certain
instruments to conduct such assays.
WHEREAS, Chiron owns or has rights in certain patent rights, other intellectual
property rights and technology regarding hepatitis C virus and type 1 human
immunodeficiency virus and the detection thereof.
WHEREAS, Gen-Probe has developed certain assays and instruments, which utilize
INTER ALIA such Gen-Probe patent rights, other intellectual property rights and
technology which Chiron wishes to distribute and sell, for use in the blood
screening and [PROVISION ASSIGNED], on the terms and subject to the
conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth below, the parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the terms defined in this Article I shall have
the respective meanings set forth below:
1.1 "AFFILIATE" shall mean, with respect to any Person, any other
Person which directly or indirectly controls, is controlled by, or is under
common control with, such Person. A Person shall be regarded as in control of
another Person if it owns, or directly or indirectly controls, more than fifty
percent (50%) of the voting stock or other ownership interest of the other
Person (or such lesser percentage as is the maximum percentage permitted under
applicable law for foreign ownership where control is exercised by contract or
otherwise), or if it directly or indirectly possesses the power to direct or
cause the direction of the management and policies of the other Person by any
means whatsoever. Without limiting the generality of the foregoing, the
Affiliates of Chiron expressly exclude Novartis AG ("Novartis"), a Switzerland
corporation, or any Affiliate of Novartis, unless and until such time as
Novartis has the right to elect a majority of the board of directors of Chiron
under the Governance Agreement dated as of November 20,
1
{PAGE}
1994 between Novartis and Chiron. Notwithstanding anything else set forth in
this section, for purposes of the definition of Net Sales only, a Person shall
be regarded as in control of another Person if it owns, or directly or
indirectly controls, at least fifty percent (50%) of the voting stock or other
ownership interest of the other Person (or such lesser percentage as is the
maximum percentage permitted under applicable law for foreign ownership where
control is exercised by contract or otherwise), or if it directly or indirectly
possesses the power to direct or cause the direction of the management and
policies of the other Person by any means whatsoever.
1.2 "APPLICABLE PURCHASE PRICE" shall mean, with respect to any
Blood Screening Assay and with respect to [PROVISION ASSIGNED], each on a per
unit basis, the following price:
1.2.1 With respect to each Initial Blood Screening Assay, and
each Future Blood Screening Assay which includes as a constituent element an
assay for HCV (other than those sold pursuant to Sections 3.1.4(b) or 3.6), and
except as set forth in Section 1.2.2 below, an amount equal to:
(a) [CONFIDENTIAL TREATMENT REQUESTED] of Net Sales thereof
when (i) no FDA-approved Initial Blood Screening Assay to be conducted by the
Blood Screening Instruments for use in the Blood Screening Field is then being
sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED], and (ii) no
FDA-approved nucleic acid probe-based assay for HCV for use in the Blood
Screening Field (either as an independent or combination assay) is then being
sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED].
(b) [CONFIDENTIAL TREATMENT REQUESTED] of Net Sales thereof
when (i) no FDA-approved Initial Blood Screening Assay to be conducted by the
Blood Screening Instruments for use in the Blood Screening Field is then being
sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED], and (ii) an
FDA-approved nucleic acid probe-based assay for HCV for use in the Blood
Screening Field (either as an independent or combination assay) is then being
sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED].
(c) [CONFIDENTIAL TREATMENT REQUESTED] of Net Sales thereof
when (i) an FDA-approved Initial Blood Screening Assay to be conducted by the
Blood Screening Instruments for use in the Blood Screening Field is then being
sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED], and (ii) no
FDA-approved nucleic acid probe-based assay for HCV for use in the Blood
Screening Field (either as an independent or combination assay) is then being
sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED].
(d) [CONFIDENTIAL TREATMENT REQUESTED] of Net Sales thereof
when (i) an FDA-approved Initial Blood Screening Assay to be conducted by the
Blood Screening Instruments for use in the Blood Screening Field is then being
sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED], and (ii) an
FDA-approved
2
{PAGE}
nucleic acid probe-based assay for HCV for use in the Blood Screening Field is
then being sold in the United States by [CONFIDENTIAL TREATMENT REQUESTED].
(e) Notwithstanding the foregoing, in the event that the
United States government requires Chiron to grant a license under the Chiron HCV
Patent Rights to a Third Party for use in the Blood Screening Field, based on a
determination that Gen-Probe has failed to supply the Initial Blood Screening
Assay for the qualitative detection of HCV and HIV in sufficient quantities,
with sufficient performance, or in a timely manner, then such mandated license
shall not constitute a license within the meaning of Section 1. 2. 1 (a) through
(d) . Any such license to a Third Party which is mandated by the United States
government for any reason other than Gen-Probe's failure as described in the
preceding sentence shall constitute a license within the meaning of Section
1.2.1 (a) through (d).
1.2.2 With respect to each Initial Blood Screening Assay sold
in Japan, an amount equal to:
(a) Beginning on the earlier of (i) the [CONFIDENTIAL
TREATMENT REQUESTED] of the First Commercial Sale by CDS in Japan of the
Japanese HIV Qualitative Blood Screening Assay or (ii) the [CONFIDENTIAL
TREATMENT REQUESTED] of the Initial Blood Screening Assay for the qualitative
detection of both HCV and HIV-1, and until the earlier of the [CONFIDENTIAL
TREATMENT REQUESTED] of the date of the First Commercial Sale by CDS in Japan of
the Japanese HIV Qualitative Blood Screening Assay or the [CONFIDENTIAL
TREATMENT REQUESTED] of the date of The First Commercial Sale of the Initial
Blood Screening Assay for the qualitative detection of both HCV and HIV-1, an
296930
|
Novartis
As referenced in this Agreement:
Novartis AG – and policies of the other Person by any
means whatsoever. Without limiting the generality of the foregoing, the
Affiliates of Chiron expressly exclude Novartis AG ("Novartis"), a Switzerland
corporation, or any Affiliate of Novartis, unless and until such time as
Novartis has the right to elect a
_____________
dt 259436
;
|
Gen-Probe
As referenced in this Agreement:
GEN-PROBE INC. – the parties which are not directly related to the subject matter of this
agreement, including but not limited to all agreements concerning the resolution
of CIBA CORNING DIAGNOSTICS CORP. V. GEN-PROBE INC. , United States District
Court for the Southern District of California case number 96-552H (CGA) and
related proceedings. This Agreement may be amended, or any term hereof modified,
only
_____________
dt 1483444
|
Preview
Full Doc
| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (179K)
Doc #305745: Click preview link for longer preview.
AGREEMENT AND
PLAN OF MERGER
by and among
NOVARTIS AG,
WJ ACQUISITION CORP.
and
WESLEY JESSEN VISIONCARE, INC.
dated as of May 30, 2000
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
ARTICLE I
THE OFFER
{S} {C}
1.1 The Offer............................................................................... 2
1.2 Company Action.......................................................................... 4
1.3 Directors............................................................................... 6
{/TABLE}
ARTICLE II
THE MERGER
{TABLE}
{S} {C}
2.1 The Merger.............................................................................. 8
2.2 Effective Time.......................................................................... 8
2.3 Closing of the Merger................................................................... 8
2.4 Effects of the Merger................................................................... 8
2.5 Certificate of Incorporation and By-laws................................................ 8
2.6 Directors............................................................................... 9
2.7 Officers................................................................................ 9
2.8 Conversion of Shares.................................................................... 9
2.9 Delivery of Merger Consideration........................................................ 9
2.10 Dissenting Shares...................................................................... 12
2.11 Treatment of Company Options........................................................... 12
2.12 Adjustments............................................................................ 13
2.13 Shareholders Meeting................................................................... 13
2.14 Merger Without Meeting of Shareholders................................................. 14
{/TABLE}
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
{TABLE}
{S} {C}
3.1 Organization, Standing and Power; Subsidiaries.......................................... 14
3.2 Capital Structure....................................................................... 15
3.3 Authority; No Conflicts................................................................. 17
3.4 Reports and Financial Statements........................................................ 18
3.5 Litigation; Compliance with Laws........................................................ 19
3.6 Absence of Certain Changes or Events.................................................... 19
3.7 Environmental Matters................................................................... 20
3.8 Intellectual Property................................................................... 21
3.9 Brokers or Finders...................................................................... 22
3.10 Employment Agreements.................................................................. 22
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C}
3.11 Taxes.................................................................................. 22
3.12 Certain Contracts...................................................................... 24
3.13 Company Shareholder Rights Plan........................................................ 24
3.14 ERISA Compliance....................................................................... 24
3.15 Schedule 14D-9; Proxy Statement; Schedule TO........................................... 27
{/TABLE}
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
{TABLE}
{S} {C}
4.1 Organization, Standing and Power........................................................ 28
4.2 Authority; No Conflicts................................................................. 28
4.3 Financial Capability.................................................................... 29
4.4 Capitalization of Purchaser............................................................. 29
4.5 No Prior Activities..................................................................... 29
4.6 Offer Documents......................................................................... 29
{/TABLE}
ARTICLE V
COVENANTS
{TABLE}
{S} {C}
5.1 Conduct of Business by the Company Pending the Merger................................... 30
5.2 No Solicitation......................................................................... 33
5.3 Access to Information; Confidentiality.................................................. 35
5.4 Consents; Approvals..................................................................... 36
5.5 Indemnification and Insurance........................................................... 37
5.6 Employee Benefits....................................................................... 38
5.7 Notification of Certain Matters......................................................... 40
5.8 Other Cooperation and Further Assurances................................................ 40
5.9 Public Announcements.................................................................... 40
5.10 Financial Information.................................................................. 41
{/TABLE}
ARTICLE VI
CONDITIONS TO THE MERGER
{TABLE}
{S} {C}
6.1 Offer................................................................................... 41
6.2 Shareholder Approval.................................................................... 41
6.3 No Injunction or Action................................................................. 41
{/TABLE}
ARTICLE VII
TERMINATION
{TABLE}
{S} {C}
7.1 Termination............................................................................ 41
{/TABLE}
-ii-
{PAGE}
{TABLE}
{S} {C}
7.2 Effect of Termination.................................................................. 44
7.3 Fees and Expenses...................................................................... 44
{/TABLE}
ARTICLE VIII
GENERAL PROVISIONS
{TABLE}
{S} {C}
8.1 Nonsurvival of Representations, Warranties and Agreements............................... 45
8.2 Notices................................................................................. 45
8.3 Assignment; Binding Effect.............................................................. 47
8.4 Entire Agreement........................................................................ 47
8.5 Amendment............................................................................... 48
8.6 Governing Law; Consent to Jurisdiction.................................................. 48
8.7 Counterparts............................................................................ 48
8.8 Headings................................................................................ 48
8.9 Interpretation.......................................................................... 48
8.10 Waivers................................................................................ 49
8.11 Incorporation of Company Disclosure Letter............................................. 49
8.12 Severability........................................................................... 49
8.13 Enforcement of Agreement............................................................... 50
8.14 Waiver of Jury Trial................................................................... 50
8.15 Company Disclosure Letter.............................................................. 50
8.16 Execution.............................................................................. 50
8.17 Personal Liability..................................................................... 50
8.18 Date for any Action.................................................................... 51
8.19 Obligation of Parent and the Company................................................... 51
8.20 Certain Definitions.................................................................... 51
ANNEX A....................................................................................Annex A-1
{/TABLE}
-iii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of May
---------
30, 2000, is by and among Novartis AG, a Swiss corporation ("Parent"), WJ
------
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Parent ("Purchaser"), and Wesley Jessen VisionCare, Inc., a
---------
Delaware corporation (the "Company").
-------
RECITALS
WHEREAS, the Company and Parent have determined to engage in the
transactions (the "Transactions") contemplated by this Agreement, including (a)
------------
the commencement of an Offer (as defined below) by Purchaser to purchase for
cash all of the outstanding shares of common stock, $.01 par value, of the
Company (the "Company Common Stock") together with the associated rights to
--------------------
purchase preferred stock (the "Rights"), issued pursuant to the Rights
------
Agreement, dated as of November 16, 1999, as amended (the "Rights Agreement"),
----------------
between the Company and American Stock Transfer and Trust Company, as Rights
Agent, and (b) a business combination whereby Purchaser will be merged with and
into the Company in accordance with the Delaware General Corporation Law (the
"DGCL"), with the Company continuing as the surviving corporation of such
-----
merger and an indirect wholly-owned subsidiary of Parent (the "Merger");
------
WHEREAS, the respective boards of directors of the Company, Parent and
Purchaser have each approved and declared advisable this Agreement and the
Transactions;
WHEREAS, the Board of Directors of the Company (the "Board") (i) has
-----
determined that the Merger is advisable and in the best interests of the Company
and its shareholders, (ii) has approved the Merger, the Offer, this Agreement
and the other transactions contemplated hereby and (iii) recommends that the
Company's shareholders adopt this Agreement and the Merger and that the
Company's shareholders tender their shares pursuant to the Offer;
WHEREAS, the Agreement and Plan of Merger (the "Ocular Merger
-------------
Agreement"), dated as of March 19, 2000, among the Company, OSI Acquisition
---------
Corp. and Ocular Sciences, Inc. ("Ocular") has been terminated;
------
WHEREAS, the Company has entered into an agreement to pay Ocular a fee
of $25,000,000 (the "Ocular Fee") in connection with the termination of the
----------
Ocular Merger Agreement;
{PAGE}
WHEREAS, the Company, Parent and Purchaser desire to make certain
representations, warranties, covenants and agreements in connection with the
Offer and the Merger and also to prescribe various conditions to the Offer and
the Merger.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representation, warranties and agreements contained herein, the
parties hereto agree as follows:
ARTICLE I
THE OFFER
1.1 The Offer.
----------
(a) Provided that this Agreement shall not have been terminated in
accordance with Article VII and none of the events set forth in Annex A hereto
-------
shall have occurred or be existing, Purchaser shall, and Parent shall cause
Purchaser to, as promptly as practicable after the date hereof (but in no event
later than the fifth business day after the public announcement of the terms of
this Agreement), commence (within the meaning of Rule 14d-2(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), an offer (the "Offer")
------------ -----
to purchase all of the outstanding shares of Company Common Stock (and
associated Rights) at a price of 38.50 United States Dollars ($38.50) per share
and associated Right (the "Offer Price"), net to the seller in cash, subject to
-----------
reduction for any applicable withholding taxes and, but only if such payment is
to be made other than to the registered holder, any applicable stock transfer
taxes payable by such holder. The Offer will be made pursuant to an Offer to
Purchase and related Letter of Transmittal containing the terms and conditions
set forth in this Agreement. The initial expiration date of the Offer shall be
the twentieth business day from and after the date the Offer is commenced (the
"Initial Expiration Date"). The obligation of Purchaser to accept for payment,
-----------------------
purchase and pay for any shares of Company Common Stock (and associated Rights)
tendered pursuant to the Offer shall be subject, except as provided in Section
1.1(b), only to the satisfaction of (i) the condition that a number of shares of
Company Common Stock representing not less than fifty-one percent (51%) of the
total issued and outstanding shares of Company Common Stock on a diluted basis
(after giving effect to the conversion or exercise of all outstanding options,
warrants and other rights or securities convertible into shares of Company
Common Stock) (excluding any shares of Company Common Stock held by the Company
or any of its Subsidiaries (as defined below)) on the date such shares are
purchased pursuant to the Offer have been validly tendered and not withdrawn
prior to the expiration of the Offer (the "Minimum Condition") and (ii) the
-----------------
other conditions set forth in Annex A hereto; provided, however, that Purchaser
------- -------- -------
expressly reserves the right to waive any of the conditions to the Offer (other
than the
2
{PAGE}
Minimum Condition) and to make any change in the terms or conditions of the
Offer in its sole discretion, subject to Section 1.1(b).
(b) Without the prior written consent of the Company, neither Parent
nor Purchaser will (i) decrease the price per share of Company Common Stock
payable in the Offer, (ii) decrease the number of shares of Company Common Stock
sought in the Offer, (iii) change the form of consideration payable in the
Offer, (iv) impose conditions to the Offer in addition to those set forth in
Annex A, (v) except as provided below or required by any rule, regulation,
-------
interpretation or position of the Securities and Exchange Commission (the
"SEC") applicable to the Offer, change the expiration date of the Offer, or (vi)
---
otherwise amend or change any term or condition of the Offer in a manner
materially adverse to the holders of shares of Company Common Stock.
Notwithstanding anything in this Agreement to the contrary, without the consent
of the Company, Purchaser shall have the right to extend the Offer beyond the
Initial Expiration Date in the following events: (i) from time to time if, at
the Initial Expiration Date (or extended expiration date of the Offer, if
applicable), any of the conditions to the Offer (other than the Minimum
Condition to which this clause does not apply) shall not have been satisfied or
waived, until such conditions are satisfied or waived; (ii) for any period
required by any rule, regulation, interpretation or position of the SEC or the
Staff thereof applicable to the Offer or any period required by applicable law;
(iii) if all conditions to the Offer other than the Minimum Condition are
satisfied or waived, but the Minimum Condition has not been satisfied, for one
or more periods not to exceed ten (10) business days each (or an aggregate of
thirty (30) business days for all such extensions); or (iv) if all of the condi-
tions to the Offer are satisfied or waived but the number of shares of Company
Common Stock validly tendered and not withdrawn is less than ninety percent
(90%) of the then outstanding number of shares of Company Common Stock on a
diluted basis, for an aggregate period not to exceed twenty (20) business days
(for all such extensions), provided that Purchaser shall accept and promptly pay
--------
for all securities tendered prior to the date of such extension and shall
otherwise meet the requirements of Rule 14d-11 under the Exchange Act in
connection with each such extension. In addition, Parent and Purchaser agree
that Purchaser shall from time to time extend the Offer, if requested by the Com
pany, if at the Initial Expiration Date (or any extended expiration date of the
Offer, including pursuant to this sentence, if applicable), all of the
conditions to the Offer other than the Minimum Condition and/or the conditions
set forth in clause (a) or clause (b) of Annex A shall have been waived or
satisfied and the Minimum Condition and/or the conditions set forth in clause
(a) or clause (b) of Annex A shall not have been satisfied, until the earlier of
ten (10) business days after such expiration date or September 30, 2000 in the
case of the Minimum Condition or November 30, 2000 in the case of clause (a) or
clause (b) or such earlier date upon which either such condition shall not be
305745
|
Novartis
As referenced in this Agreement and Plan of Merger:
NOVARTIS AG – AND PLAN OF MERGER, DATED MAY 30, 2000
{TEXT}
{PAGE}
EXHIBIT (d)(1)
EXECUTION COPY
--------------
AGREEMENT AND
PLAN OF MERGER
by and among
NOVARTIS AG ,
WJ ACQUISITION CORP.
and
WESLEY JESSEN VISIONCARE, INC.
dated as of May 30, 2000
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
ARTICLE
_____________
Novartis AG – AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of May
---------
30, 2000, is by and among Novartis AG , a Swiss corporation ("Parent"), WJ
------
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Parent ("Purchaser"), and Wesley Jessen
_____________
Novartis AG – hand delivery or
certified or registered mail (return receipt requested and first-class postage
prepaid), addressed as follows:
If to Parent or Purchaser:
Novartis AG
Schwarzwaldallee 215
45
{PAGE}
CH-4058 Basel
Switzerland
Attention: Urs Barlocher
Telecopier No.: 011-4161-697-3921
WJ Acquistion Corp.
C/O
_____________
NOVARTIS AG – have executed this Agreement and
caused the same to be duly delivered on their behalf on the day and year first
written above.
NOVARTIS AG
By: ________________________________
Name:
Title:
By: ________________________________
Name:
Title:
WJ ACQUISITION CORP.
By: ________________________________
Name:
Title:
WESLEY JESSEN VISIONCARE, INC.
By: ________________________________
Name:
_____________
dt 281558
;
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear,
-----------------------------
Stearns & Co – Proxy Statement (as defined below) (if
any) of such recommendation of the Board. The Company represents that the Board
has received the written opinion (the "Bear Stearns Fairness Opinion") of Bear,
-----------------------------
Stearns & Co . Inc. ("Bear Stearns"), stating that the proposed consideration to
------------
be received by the holders of shares of Company Common Stock pursuant to the
Offer and the Merger is fair
_____________
dt 1361104
;
|
Ocular Sciences
As referenced in this Agreement and Plan of Merger:
Ocular Sciences, Inc – their shares pursuant to the Offer;
WHEREAS, the Agreement and Plan of Merger (the "Ocular Merger
-------------
Agreement"), dated as of March 19, 2000, among the Company, OSI Acquisition
---------
Corp. and Ocular Sciences, Inc . ("Ocular") has been terminated;
------
WHEREAS, the Company has entered into an agreement to pay Ocular a fee
of $25,000,000 (the "Ocular Fee") in connection with the termination
_____________
dt 1443246
;
 Shearman
As referenced in this Agreement and Plan of Merger:
Shearman & Sterling
– CIBA Vision Corporation
11460 Johns Creek Parkway
Duluth, Georgia 30097-1556
Attention: R. Scott Meece
Telecopier No.: (678) 415-3018
With copies to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attention: David W. Heleniak, Esq.
Telecopier No.: 212-848-7179
If to the Company:
_____________
dt 285940
;
Skadden
As referenced in this Agreement and Plan of Merger:
Skadden, Arps – the "Effective Date").
--------------
2.3 Closing of the Merger. The closing of the Merger (the "Closing")
--------------------- -------
will take place at the offices of Skadden, Arps , Slate, Meagher & Flom
(Illinois), 333 West Wacker Drive, Suite 2100, Chicago, Illinois 60606, on a
date to be specified by the parties,
_____________
Skadden, Arps – Lev & Blinkoff LLP
460 Bloomfield Avenue
Suite 2000
Montclair, NJ 07042
Attention: Gerald B. Sweeney, Esq.
46
{PAGE}
Telecopier No.: (973) 509-1074
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
Attention: Roger S. Aaron, Esq.
Telecopier No.: 212-735-2000
_____________
dt 284451
|
Preview
Full Doc
| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (139K)
Doc #1053259: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION,
NOVARTIS BIOTECH PARTNERSHIP, INC.,
a subsidiary of Novartis Corporation,
CHIRON CORPORATION
and, for purposes of Section 10.14 only, NOVARTIS AG
Dated as of October 30, 2005
1053259
|
Novartis
As referenced in this Agreement and Plan of Merger:
NOVARTIS AG – COPY
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION,
NOVARTIS BIOTECH PARTNERSHIP, INC.,
a subsidiary of Novartis Corporation,
CHIRON CORPORATION
and, for purposes of Section 10.14 only, NOVARTIS AG
Dated as of October 30, 2005
TABLE OF CONTENTS
ARTICLE I
The Merger; Closing; Effective Time
1.1.
The Merger
1.2.
Closing
1.3.
Effective Time
ARTICLE II
_____________
Novartis AG – AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 30, 2005, by and among Novartis Corporation, a New York corporation (Novartis) and an indirect wholly owned subsidiary of Novartis AG , a stock corporation organized under the laws of Switzerland (Parent), Novartis Biotech Partnership, Inc., a Delaware corporation and a subsidiary of Novartis (Merger Sub), Chiron Corporation, a Delaware corporation (
_____________
Novartis ag – required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, as determined in good faith by such party.
7.8. Employee Benefits.
(a) Novartis ag rees that it shall honor and cause the Surviving Corporation to honor, fulfill and discharge the Companys obligations under each Benefit Plan in accordance with its terms as in effect
_____________
Novartis AG – or Merger Sub:
Novartis Corporation
508 Fifth Avenue
New York, New York 10020
Attention: General Counsel
Facsimile: (212) 830-2416
34
with a copy, which will not constitute notice, to:
Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: General Counsel
Facsimile: 011-41-61-324-7826
and to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New
_____________
NOVARTIS AG – Title: Chief Executive Officer
NOVARTIS CORPORATION
By:
/s/ Martin Henrich
Name: Martin Henrich
Title: Authorized Signatory
NOVARTIS BIOTECH PARTNERSHIP,
INC.
By:
/s/ Martin Friedman
Name: Martin Friedman
Title: Authorized Signatory
NOVARTIS AG , for purposes of Section
10.14 only
By:
/s/ Frederic Krohn
Name: Frederic Krohn
Title: Authorized Signatory
[Chiron Merger Agreement Signature Page]
ANNEX A
DEFINED TERMS
Terms
Section
Acquisition
_____________
dt 1716730
;
|
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – the DGCL).
1.2. Closing. Unless otherwise mutually agreed in writing between Novartis and the Company, the closing for the Merger (the Closing) shall take place at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019, at 9:00 A.M. local time on the third Business Day (the Closing Date) following the
_____________
Wachtell, Lipton – 2416
34
with a copy, which will not constitute notice, to:
Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: General Counsel
Facsimile: 011-41-61-324-7826
and to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Andrew R. Brownstein, Esq.
Trevor S. Norwitz, Esq.
Facsimile: (212) 403-2000
If to the Company:
_____________
dt 1718894
|
Preview
Full Doc
| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (153K)
Doc #1053264: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION,
NOVARTIS BIOTECH PARTNERSHIP, INC.,
a subsidiary of Novartis Corporation,
CHIRON CORPORATION
and, for purposes of Section 10.14 only, NOVARTIS AG
Dated as of October 30, 2005
<PAGE>
TABLE OF CONTENTS
. . .
1053264
|
Novartis
As referenced in this Agreement and Plan of Merger:
NOVARTIS AG – COPY
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION,
NOVARTIS BIOTECH PARTNERSHIP, INC.,
a subsidiary of Novartis Corporation,
CHIRON CORPORATION
and, for purposes of Section 10.14 only, NOVARTIS AG
Dated as of October 30, 2005
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I The Merger; Closing; Effective Time............................1
1.1. The Merger..............................................1
1.2. Closing.................................................
_____________
Novartis AG – AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of
October 30, 2005, by and among Novartis Corporation, a New York corporation
("NOVARTIS") and an indirect wholly owned subsidiary of Novartis AG , a stock
corporation organized under the laws of Switzerland ("PARENT"), Novartis
Biotech Partnership, Inc., a Delaware corporation and a subsidiary of
Novartis ("MERGER SUB"), Chiron Corporation, a Delaware corporation (
_____________
Novartis ag – required by applicable Law or by obligations pursuant to any
listing agreement with any national securities exchange, as determined in good
faith by such party.
7.8. EMPLOYEE BENEFITS.
(a) Novartis ag rees that it shall honor and cause the Surviving
Corporation to honor, fulfill and discharge the Company's obligations under each
Benefit Plan in accordance with its terms as in
_____________
Novartis AG – Novartis or Merger Sub:
Novartis Corporation
508 Fifth Avenue
New York, New York 10020
Attention: General Counsel
Facsimile: (212) 830-2416
with a copy, which will not constitute notice, to:
Novartis AG
-34-
<PAGE>
WSJ-200.195
4002 Basel
Switzerland
Attention: General Counsel
Facsimile: 011-41-61-324-7826
and to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd
_____________
NOVARTIS AG – Title: Chief Executive Officer
NOVARTIS CORPORATION
By: /s/ Martin Henrich
---------------------------------
Name: Martin Henrich
Title: Authorized Signatory
NOVARTIS BIOTECH PARTNERSHIP, INC.
By: /s/ Martin Friedman
---------------------------------
Name: Martin Friedman
Title: Authorized Signatory
NOVARTIS AG , for purposes of
Section 10.14 only
By: /s/ Frederic Krohn
---------------------------------
Name: Frederic Krohn
Title: Authorized Signatory
[CHIRON MERGER AGREEMENT SIGNATURE PAGE]
<PAGE>
ANNEX A
DEFINED TERMS
_____________
dt 1716731
;
|
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – the "DGCL").
1.2. CLOSING. Unless otherwise mutually agreed in writing between
Novartis and the Company, the closing for the Merger (the "CLOSING") shall take
place at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New
York, New York 10019, at 9:00 A.M. local time on the third Business Day (the
"CLOSING DATE") following the
_____________
Wachtell, Lipton – copy, which will not constitute notice, to:
Novartis AG
-34-
<PAGE>
WSJ-200.195
4002 Basel
Switzerland
Attention: General Counsel
Facsimile: 011-41-61-324-7826
and to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Andrew R. Brownstein, Esq.
Trevor S. Norwitz, Esq.
Facsimile: (212) 403-2000
If to the Company:
_____________
dt 1718895
|
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Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (98K)
Doc #1059558: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION
ZODNAS ACQUISITION CORP.
an indirect, wholly owned subsidiary of Novartis Corporation
EON LABS, INC.
and for purposes of Section 10.12 only, NOVARTIS AG
Dated as of February 20, 2005
TABLE OF CONTENTS
Page
AGREEMENT AND PLAN OF MERGER
1
ARTICLE I The . . .
1059558
|
Novartis
As referenced in this Agreement and Plan of Merger:
NOVARTIS AG – PLAN OF MERGER
by and among
NOVARTIS CORPORATION
ZODNAS ACQUISITION CORP.
an indirect, wholly owned subsidiary of Novartis Corporation
EON LABS, INC.
and for purposes of Section 10.12 only, NOVARTIS AG
Dated as of February 20, 2005
TABLE OF CONTENTS
Page
AGREEMENT AND PLAN OF MERGER
1
ARTICLE I The Offer
2
1.1
The Offer
2
1.2
Company
_____________
Novartis AG – corporation (Novartis), Zodnas Acquisition Corp., an indirect, wholly owned Subsidiary of Novartis (Merger Sub), Eon Labs, Inc., a Delaware corporation (the Company) and, for purposes of Section 10.12 only, Novartis AG , a Swiss Company (Parent).
W I T N E S S E T H:
WHEREAS, the Boards of Directors of Parent, Novartis and Merger Sub, have each unanimously approved
_____________
Novartis AG – the execution of this Agreement, Novartis is entering into an Agreement for Purchase and Sale of Stock (the Santo Agreement) by and among Novartis, Santo Holding (Deutschland) GmbH (Santo), and Novartis AG whereby Novartis is agreeing to purchase, and Santo is agreeing to sell, all of the 60,000,000 (sixty million) shares of common stock, par value $0.01 per
_____________
Novartis AG – New York, New York 10020
Attention: Executive Vice President and Regional General Counsel
Telephone: (212) 307-1122
Facsimile: (212) 830-2416
with a copy to (which shall not constitute notice)
Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: Head of Legal and General Affairs
Telephone: 011-41-61-324-11-11
Facsimile: 011 41 61 324 3731
and to
Wachtell,
_____________
NOVARTIS AG – NOVARTIS CORPORATION
By:
/s/ TERRY BARNETT
Name: Terry Barnett
Title: President and CEO
ZODNAS ACQUISITION CORP.
By:
/s/ WAYNE P. MERKELSON
Name: Wayne P. Merkelson
Title: VP and Asst. Secretary
NOVARTIS AG , for purposes of Section 10.12 only
By:
/s/ URS BRLOCHER
Name: Urs Brlocher
Title: General Counsel
By:
/s/ JRG WALTHER
Name: Jrg Walther
Title: Authorized Signatory
_____________
dt 1716732
;
|
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – in accordance with Section 253 of the DGCL.
ARTICLE IV
THE CLOSING
4.1 Closing. The closing of the Merger (the Closing) shall take place (i) at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019 at 10:00 a.m. Eastern time on the second Business Day after the last to be
_____________
Wachtell, Lipton – Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: Head of Legal and General Affairs
Telephone: 011-41-61-324-11-11
Facsimile: 011 41 61 324 3731
and to
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Andrew R. Brownstein
Trevor S. Norwitz
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
if to the
_____________
dt 1718897
|
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Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (139K)
Doc #1059561: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION,
NOVARTIS BIOTECH PARTNERSHIP, INC.,
a subsidiary of Novartis Corporation,
CHIRON CORPORATION
and, for purposes of Section 10.14 only, NOVARTIS AG
Dated as of October 30, 2005
TABLE OF CONTENTS
Page
ARTICLE I
The Merger; Closing; Effective Time
1
1.1.
The Merger
1
1.2.
Closing
2
1.3.
Effective . . .
1059561
|
Novartis
As referenced in this Agreement and Plan of Merger:
NOVARTIS AG – COPY
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION,
NOVARTIS BIOTECH PARTNERSHIP, INC.,
a subsidiary of Novartis Corporation,
CHIRON CORPORATION
and, for purposes of Section 10.14 only, NOVARTIS AG
Dated as of October 30, 2005
TABLE OF CONTENTS
Page
ARTICLE I
The Merger; Closing; Effective Time
1
1.1.
The Merger
1
1.2.
Closing
2
1.3.
_____________
Novartis AG – AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 30, 2005, by and among Novartis Corporation, a New York corporation (Novartis) and an indirect wholly owned subsidiary of Novartis AG , a stock corporation organized under the laws of Switzerland (Parent), Novartis Biotech Partnership, Inc., a Delaware corporation and a subsidiary of Novartis (Merger Sub), Chiron Corporation, a Delaware corporation (
_____________
Novartis ag – required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, as determined in good faith by such party.
7.8. Employee Benefits.
(a) Novartis ag rees that it shall honor and cause the Surviving Corporation to honor, fulfill and discharge the Companys obligations under each Benefit Plan in accordance with its terms as in effect
_____________
Novartis AG – or Merger Sub:
Novartis Corporation
508 Fifth Avenue
New York, New York 10020
Attention: General Counsel
Facsimile: (212) 830-2416
34
with a copy, which will not constitute notice, to:
Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: General Counsel
Facsimile: 011-41-61-324-7826
and to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New
_____________
NOVARTIS AG – Title:
Chief Executive Officer
NOVARTIS CORPORATION
By:
/s/ MARTIN HENRICH
Name:
Martin Henrich
Title:
Authorized Signatory
NOVARTIS BIOTECH PARTNERSHIP,
INC.
By:
/s/ MARTIN FRIEDMAN
Name:
Martin Friedman
Title:
Authorized Signatory
NOVARTIS AG , for purposes of Section
10.14 only
By:
/s/ FREDERIC KROHN
Name:
Frederic Krohn
Title:
Authorized Signatory
[Chiron Merger Agreement Signature page]
38
ANNEX A
DEFINED TERMS
Terms
Section
_____________
dt 1716733
;
|
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – the DGCL).
1.2. Closing. Unless otherwise mutually agreed in writing between Novartis and the Company, the closing for the Merger (the Closing) shall take place at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019, at 9:00 A.M. local time on the third Business Day (the Closing Date) following the
_____________
Wachtell, Lipton – 2416
34
with a copy, which will not constitute notice, to:
Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: General Counsel
Facsimile: 011-41-61-324-7826
and to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Andrew R. Brownstein, Esq.
Trevor S. Norwitz, Esq.
Facsimile: (212) 403-2000
If to the Company:
_____________
dt 1718898
|
Preview
Full Doc
| 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (96K)
Doc #1178302: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION
ZODNAS ACQUISITION CORP.
an indirect, wholly owned subsidiary of Novartis Corporation
EON LABS, INC.
and for purposes of Section 10.12 only, NOVARTIS AG
Dated as of February 20, 2005
1178302
|
Novartis
As referenced in this Agreement and Plan of Merger:
NOVARTIS AG – PLAN OF MERGER
by and among
NOVARTIS CORPORATION
ZODNAS ACQUISITION CORP.
an indirect, wholly owned subsidiary of Novartis Corporation
EON LABS, INC.
and for purposes of Section 10.12 only, NOVARTIS AG
Dated as of February 20, 2005
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
ARTICLE I The Offer
1.1
The Offer
1.2
Company Actions
1.3
Directors
_____________
Novartis AG – corporation (Novartis), Zodnas Acquisition Corp., an indirect, wholly owned Subsidiary of Novartis (Merger Sub), Eon Labs, Inc., a Delaware corporation (the Company) and, for purposes of Section 10.12 only, Novartis AG , a Swiss Company (Parent).
W I T N E S S E T H:
WHEREAS, the Boards of Directors of Parent, Novartis and Merger Sub, have each unanimously approved
_____________
Novartis AG – the execution of this Agreement, Novartis is entering into an Agreement for Purchase and Sale of Stock (the Santo Agreement) by and among Novartis, Santo Holding (Deutschland) GmbH (Santo), and Novartis AG whereby Novartis is agreeing to purchase, and Santo is agreeing to sell, all of the 60,000,000 (sixty million) shares of common stock, par value $0.01 per
_____________
Novartis AG – New York, New York 10020
Attention:
Executive Vice President and Regional General Counsel
Telephone:
(212) 307-1122
Facsimile:
(212) 830-2416
with a copy to (which shall not constitute notice)
Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: Head of Legal and General Affairs
Telephone: 011-41-61-324-11-11
Facsimile: 011 41 61 324 3731
and to
Wachtell,
_____________
NOVARTIS AG – s/ Terry Barnett
Name:
Terry Barnett
Title:
President and Chief Executive Officer
ZODNAS ACQUISITION CORP.
By:
/s/ Wayne P. Merkelson
Name:
Wayne P. Merkelson
Title:
Vice President and Assistant Secretary
NOVARTIS AG , for purposes of Section 10.12
only
By:
/s/ Urs Baerlocher
Name:
Urs Baerlocher
Title:
General Counsel
By:
/s/ Jrg Walther
Name:
Jrg Walther
Title:
Authorized Signatory
_____________
dt 1716734
;
Eon Labs
As referenced in this Agreement and Plan of Merger:
EON LABS, INC – htm EX-2.1
Exhibit 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
by and among
NOVARTIS CORPORATION
ZODNAS ACQUISITION CORP.
an indirect, wholly owned subsidiary of Novartis Corporation
EON LABS, INC .
and for purposes of Section 10.12 only, NOVARTIS AG
Dated as of February 20, 2005
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
ARTICLE I The Offer
1.
_____________
Eon Labs, Inc – as of this 20th day of February 2005, by and among Novartis Corporation, a New York corporation (?Novartis?), Zodnas Acquisition Corp., an indirect, wholly owned Subsidiary of Novartis (?Merger Sub?), Eon Labs, Inc ., a Delaware corporation (the ?Company?) and, for purposes of Section 10.12 only, Novartis AG, a Swiss Company (?Parent?).
W I T N E S S E T H:
_____________
Eon Labs, Inc – Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention:
Andrew R. Brownstein
Trevor S. Norwitz
Telephone:
(212) 403-1000
Facsimile:
(212) 403-2000
if to the Company,
Eon Labs, Inc .
1999 Marcus Avenue
Lake Success, NY 11042
Attention:
Bernhard Hampl, Ph.D.
Telephone:
(516) 478-9700
Facsimile:
(516) 478-9810
with a copy to (which shall not constitute notice)
_____________
EON LABS, INC – Parent.
27
IN WITNESS WHEREOF, this Agreement has been duly executed, acknowledged and delivered by the duly authorized officers of the parties hereto as of the date first written above.
EON LABS, INC .
By:
/s/ Bernhard Hampl, Ph.D.
Name:
Bernhard Hampl, Ph.D.
Title:
President and Chief Executive Officer
NOVARTIS CORPORATION
By:
/s/ Terry Barnett
Name:
Terry Barnett
Title:
President and
_____________
dt 1732792
;
|
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – in accordance with Section 253 of the DGCL.
ARTICLE IV
The Closing
4.1 Closing. The closing of the Merger (the Closing) shall take place (i) at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd Street, New York, New York 10019 at 10:00 a.m. Eastern time on the second Business Day after the last to be
_____________
Wachtell, Lipton – Novartis AG
WSJ-200.195
4002 Basel
Switzerland
Attention: Head of Legal and General Affairs
Telephone: 011-41-61-324-11-11
Facsimile: 011 41 61 324 3731
and to
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention:
Andrew R. Brownstein
Trevor S. Norwitz
Telephone:
(212) 403-1000
Facsimile:
(212) 403-2000
if to the
_____________
dt 1718945
|
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Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (1,138K)
Doc #2367890: Click preview link for longer preview.
Fifth Third Funds Annual Report
July 31, 2002
[LOGO]
STOCK AND BOND MUTUAL FUNDS
Annual Report to Shareholders
July 31, 2002
NOTICE OF DELIVERY OF PROSPECTUSES,
SEMI-ANNUAL REPORTS AND ANNUAL REPORTS
In order to reduce expenses of the Fifth Third Funds incurred in connection
with the mailing of prospectuses, . . .
2367890
|
Novartis
As referenced in this Annual Report to Shareholders:
Novartis AG – Switzerland (continued)
------------------------------------
725 Holcim, Ltd. $ 139
300 Kudelski SA (b) 8
430 Logitech International SA (b) 18
1,040 Lonza Group AG 67
11,840 Nestle 2,544
53,880 Novartis AG , Registered 2,193
4,370 Roche Holding AG 484
14,200 Roche Holdings AG Genusscheine 1,011
385 Societe Generale de Surveillance
Holdings SA 109
71 Sulzer AG, Registered
_____________
Novartis AG – Series A 154
23,600 Volvo AB, Series B 433
----------------------------------------------------------- --------
Total 5,856
----------------------------------------------------------- --------
Switzerland - 3.7%
-----------------------------------------------------------
24,580 Credit Suisse Group (b) 589
12,470 Nestle 2,680
81,060 Novartis AG , Registered 3,301
18,000 Roche Holdings AG Genusscheine 1,281
5,100 Swiss Reinsurance 427
38,152 UBS AG 1,681
2,339 Zurich Financial Services 256
----------------------------------------------------------- --------
Total
_____________
dt 1578355
;
3Com
As referenced in this Annual Report to Shareholders:
3Com Corp. – of Portfolio Investments (continued)
July 31, 2002
(Amounts in thousands except share amounts)
--------------------------------------------------------------------------------
{TABLE}
{CAPTION}
Shares or
Principal Security
Amount Description Value
--------- ------------------------------------- -------
{C} {S} {C}
Telecommunications - 5.2%
-------------------------------------
327,000 3Com Corp. (b) $ 1,475
200,000 AT&T Corp. 2,035
276,800 Crown Castle International (b) 637
350,000 JDS Uniphase Corp. (b) 886
35,000 Verizon Communications, Inc.
_____________
dt 1564993
;
Acxiom
As referenced in this Annual Report to Shareholders:
Acxiom Corp. – Republic Bancorp., Inc. 2,694
112,500 Texas Regional Bancshares, Inc. 3,712
------------------------------------ --------
Total 12,273
------------------------------------ --------
Business Equipment & Services - 7.5%
------------------------------------
150,000 ABM Industries, Inc. 2,475
100,000 Acxiom Corp. (b) 1,586
75,000 Administaff, Inc. (b) 563
75,000 Advo, Inc. (b) 2,582
100,000 Catalina Marketing Corp. (b) 2,874
125,000 Copart, Inc. (b)
_____________
dt 1536566
;
|
AES
As referenced in this Annual Report to Shareholders:
AES Corp. – assets), up 75.4%, and Boston Scientific Corp. (0.14%), up 66.5%. The
poorest performers during the period were Qwest Communications International,
Inc. (0.01%), down 95.1%, and AES Corp. (0.01%), down 94.6%./++/
Q. What is your outlook for large-company stocks going forward?
A. The U.S. economy should improve going forward; however, the recovery depends
_____________
AES Corp. – 275
55,405 Southwest Airlines Co. 765
18,100 Union Pacific Corp. 1,062
80,300 United Parcel Service, Inc. 5,247
---------------------------------------- -------
Total 10,721
---------------------------------------- -------
Utilities - 2.7%
----------------------------------------
42,600 AES Corp. (b) 87
9,000 Allegheny Energy, Inc. 189
10,400 Ameren Corp. 454
24,360 American Electric Power Company, Inc. 802
29,700 Calpine Corp. (b) 148
10,200
_____________
dt 1567822
;
Affiliated
As referenced in this Annual Report to Shareholders:
Affiliated
Computer Services, Inc. – What stocks helped boost returns?
A. The Fund's top-performing stocks were North Fork Bancorp. (2.66% of net
assets), Zebra Technologies Corp. (1.88%), Fastenal Co. (2.99%), Affiliated
Computer Services, Inc. (0.77%) and First Tennessee National Corp. (4.75%)./++/
Q. What is your outlook for the stock market, and how will you position the Fund
in that environment?
A.
_____________
Affiliated Computer Services,
Inc. – from their low valuations.
Q. What were the Fund's top five holdings at the end of the period?
A. The top five holdings as of July 31, 2002 were Affiliated Computer Services,
Inc. (5.09% of net assets), Cardinal Health, Inc. (4.63%), HCA-The Healthcare
Co. (4.42%), Willis Group Holdings Ltd. (4.02%), and Forest Laboratories, Inc.
(3.87%)./++/
------------
/++/ The
_____________
Affiliated Computer Services, Inc. – 323,000 National Commerce Bancorp. 8,317
160,000 North Fork Bancorp. 6,498
215,000 SouthTrust Corp. 5,427
---------------------------------------- -------
Total 31,845
---------------------------------------- -------
Business Equipment & Services - 0.8%
----------------------------------------
40,000 Affiliated Computer Services, Inc. (b) 1,879
---------------------------------------- -------
Business Services - 4.1%
----------------------------------------
63,000 Cintas Corp. 2,765
192,000 Fastenal Co. (b) 7,309
---------------------------------------- -------
Total 10,074
---------------------------------------- -------
Computer Software & Services - 8.3%
----------------------------------------
355,
_____________
Affiliated Computer Services, Inc. – amounts)
--------------------------------------------------------------------------------
{TABLE}
{CAPTION}
Security
Shares Description Value
------ -------------------------------------- ------
{C} {S} {C}
Common Stocks - 100.1%
Banking - 1.3%
--------------------------------------
7,014 Wells Fargo Co. $ 357
-------------------------------------- ------
Business Equipment & Services - 6.3%
--------------------------------------
29,100 Affiliated Computer Services, Inc. (b) 1,367
16,300 Concord EFS, Inc. (b) 318
-------------------------------------- ------
Total 1,685
-------------------------------------- ------
Chemicals - 0.6%
--------------------------------------
3,165 Praxair, Inc. 166
-------------------------------------- ------
Computer Software & Services - 6.3%
--------------------------------------
14,775 Fiserv,
_____________
dt 1446939
;
More... |
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Full Doc
| 2004 |
Articles of Incorporation
Articles of Incorporation (21K)
Doc #370151: Click preview link for longer preview.
B. Board of Directors
7
C. Auditors and Group Auditors
9
Section 4:
Annual Financial Statements, Consolidated Financial Statements and Profit Allocation
9
Section 5:
Publications and Place of Jurisdiction
10
Section 6:
Contributions in Kind
10
1
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
Article 1
Corporate name, . . .
370151
|
Novartis
As referenced in this Articles of Incorporation:
Novartis AG –
EX-1.1 3 a2126544zex-1_1.htm EX-1.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 1.1
Articles
of Incorporation
of Novartis AG
4 March 2003
The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on 15 October 1996.
Alterations adopted by General Meetings of:
21
_____________
Novartis AG – to rapidly navigate through this document
Exhibit 1.1
Articles
of Incorporation
of Novartis AG
4 March 2003
The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on 15 October 1996.
Alterations adopted by General Meetings of:
21 April 1999
11 October 2000 (extraordinary GM)
22 March 2001
21 March 2002
4 March 2003
(The
_____________
Novartis AG – 1999
11 October 2000 (extraordinary GM)
22 March 2001
21 March 2002
4 March 2003
(The original German text remains, in all matters, binding and definitive).
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
3
Section 2:
Share Capital
3
Section 3:
Corporate Bodies
5
A. General Meeting of Shareholders
5
B. Board of
_____________
Novartis AG – 4:
Annual Financial Statements, Consolidated Financial Statements and Profit Allocation
9
Section 5:
Publications and Place of Jurisdiction
10
Section 6:
Contributions in Kind
10
1
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
Article 1
Corporate name,
Registered office
1
Under the Corporate name
Novartis AG
Novartis SA
Novartis Inc.
there exists a
_____________
Novartis AG – in Kind
10
1
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
Article 1
Corporate name,
Registered office
1
Under the Corporate name
Novartis AG
Novartis SA
Novartis Inc.
there exists a company limited by shares with its registered office in Basle.
Article 2
Purpose
1
Purpose of the Company is to hold interests
_____________
dt 1578349
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Articles of Incorporation
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5
B. Board of Directors
8
C. Auditors and Group Auditors
10
Section 4:
Annual Financial Statements, Consolidated Financial Statements and Profit Allocation
11
Section 5:
Publications and Place of Jurisdiction
11
Section 6:
Contributions in Kind
12
1
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
. . .
370155
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Novartis
As referenced in this Articles of Incorporation:
Novartis AG –
EX-1.1 3 a2103086zex-1_1.htm EX-1.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 1.1
Articles
of Incorporation
of Novartis AG
21 March 2002
The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on 15 October 1996.
Alterations adopted by General Meetings of:
21
_____________
Novartis AG – to rapidly navigate through this document
Exhibit 1.1
Articles
of Incorporation
of Novartis AG
21 March 2002
The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on 15 October 1996.
Alterations adopted by General Meetings of:
21 April 1999
11 October 2000 (extraordinary GM)
22 March 2001
21 March 2002
(The original German text
_____________
Novartis AG – of:
21 April 1999
11 October 2000 (extraordinary GM)
22 March 2001
21 March 2002
(The original German text remains, in all matters, binding and definitive).
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
2
Section 2:
Share Capital
2
Section 3:
Corporate Bodies
5
A. General Meeting of Shareholders
5
B. Board of
_____________
Novartis AG – 4:
Annual Financial Statements, Consolidated Financial Statements and Profit Allocation
11
Section 5:
Publications and Place of Jurisdiction
11
Section 6:
Contributions in Kind
12
1
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
Article 1
Corporate name,
Registered office
1
Under the Corporate name
Novartis AG
Novartis SA
Novartis Inc.
there exists a
_____________
Novartis AG – in Kind
12
1
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
Article 1
Corporate name,
Registered office
1
Under the Corporate name
Novartis AG
Novartis SA
Novartis Inc.
there exists a company limited by shares with its registered office in Basle.
Article 2
Purpose
1
Purpose of the Company is to hold interests
_____________
dt 1578350
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Articles of Incorporation
Articles of Incorporation (22K)
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A. General Meeting of Shareholders
5
B. Board of Directors
7
C. Auditors and Group Auditors
9
Section 4:
Annual Financial Statements, Consolidated Financial Statements and Profit Allocation
9
Section 5:
Publications and Place of Jurisdiction
9
Section 6:
Contributions in Kind
10
1
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
. . .
1059577
|
Novartis
As referenced in this Articles of Incorporation:
Novartis AG –
EX-1.1 2 a2150108zex-1_1.htm EX-1.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 1.1
Articles
of Incorporation
of Novartis AG
24 February 2004
The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on 15 October 1996.
Alterations adopted by General Meetings of:
21
_____________
Novartis AG – to rapidly navigate through this document
Exhibit 1.1
Articles
of Incorporation
of Novartis AG
24 February 2004
The Articles of Incorporation were adopted at the Extraordinary General Meeting of Novartis AG held on 15 October 1996.
Alterations adopted by General Meetings of:
21 April 1999
11 October 2000 (extraordinary GM)
22 March 2001
21 March 2002
4 March 2003
24
_____________
Novartis AG – April 1999
11 October 2000 (extraordinary GM)
22 March 2001
21 March 2002
4 March 2003
24 February 2004
(The original German text remains, in all matters, binding and definitive).
Novartis AG
CH-4002 Basel
Switzerland
2004, Novartis AG
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
3
Section 2:
Share Capital
3
Section
_____________
Novartis AG – 22 March 2001
21 March 2002
4 March 2003
24 February 2004
(The original German text remains, in all matters, binding and definitive).
Novartis AG
CH-4002 Basel
Switzerland
2004, Novartis AG
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
3
Section 2:
Share Capital
3
Section 3:
Corporate Bodies
5
A. General Meeting
_____________
Novartis AG – 4 March 2003
24 February 2004
(The original German text remains, in all matters, binding and definitive).
Novartis AG
CH-4002 Basel
Switzerland
2004, Novartis AG
Articles of Incorporation of Novartis AG
Section 1:
Corporate name, Registered Office, Purpose and Duration
3
Section 2:
Share Capital
3
Section 3:
Corporate Bodies
5
A. General Meeting of Shareholders
5
B. Board of
_____________
dt 1578352
| |
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Articles of Incorporation
Articles of Incorporation (19K)
Doc #3452095: This document is immediately available for purchase, but does not have a preview available for viewing.
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