If this helps, the take-over argument doesn't hunt here. CHIR already spoken for. From the 10K:
As noted above, the Company has an alliance with Novartis. Novartis is a life sciences company headquartered in Basel, Switzerland which was formed as a result of the December 1996 merger between Ciba-Geigy Limited ("Ciba") and Sandoz Limited. Through a series of transactions that became effective in January 1995, Ciba acquired shares of the Company's common stock which, when combined with shares already held by Ciba, represented 49.9% of the then-outstanding common stock of the Company. As a result of dilution stemming primarily from the issuance of common stock under the Company's employee stock option and stock purchase plans and in connection with certain acquisitions, as of February 1, 2000, Novartis held shares representing approximately 44% of the Company's outstanding common stock.
In connection with these transactions, Chiron and Novartis entered into a series of agreements which provide, among other things and subject to certain conditions and exceptions, that Novartis will not increase its ownership interest in the Company above 55% before January 5, 2001 and thereafter will not increase its ownership above 55% unless it acquires all of the outstanding capital stock of the Company in a "buy-out" transaction; that Novartis may not propose or consummate a "buy-out transaction" before January 5, 2001; that Novartis may exceed these standstill amounts and increase its ownership interest up to 79.9% if the transaction is approved by a majority of the independent members of the Company's Board of Directors
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