To: William Partmann who wrote (652 ) 11/11/1999 9:49:00 PM From: Gary Korn Respond to of 10345
Are we happy? I think so. 11/11/99 Reuters Eng. News Serv. 05:31:00 Reuters English News Service C) Reuters Limited 1999. Thursday, November 11, 1999 UK: FOCUS-Celltech Chiroscience to buy Medeva. By Arindam Nag LONDON, Nov 11 (Reuters) - Celltech Chiroscience Plc said on Thursday it had agreed to buy drug firm Medeva Plc for 563 million pound ($915.6 million) in shares, boosting its product pipeline and gaining it a marketing network in Europe and the United States. Celltech Chiroscience, Europe's largest biotech company, is offering 34 new shares for every 100 Medeva shares in a deal that values each Medeva share at 165 pence, based on Wednesday's closing prices. This creates a combined group capitalised at around 1.3 billion pounds with potential drugs to treat a range of diseases including hepatitis, cystic fibrosis and leukemia. The transaction, however, surprised some analysts who said Celltech Chiroscience, which was formed last summer, has bought a major new business earlier than it should have. Celltech Chiroscience shares initially advanced, reaching a high of 510 pence on the belief it had picked up a bargain. But by 1020 GMT they had started declining and were six pence down at 479 pence. Shares in Medeva, which had already flagged that it was in takeover talks, added 3-1/2 pence to 157p. "It is astonishing that Celltech Chiroscience's management should be undertaking a merger like this before the first one (between Celltech and Chiroscience) has fully delivered," said Robin Gilbert, analyst with WestLB Panmure. Gilbert said that that Celltech Chiroscience Chief Executive Peter Fellner had left his management "desperately overstretched". Another analyst, John Savin of brokers Greig Middleton, also expressed scepticism saying: "In the short term Medeva is not a happy tale." Celltech Chiroscience sharholders will hold 56 percent in the enlarged company, which will be called Celltech Group Plc, with Medeva investors owning 44 percent. Fellner will retain his role in the company while John Jackson remains chairman of the group. NO EXECUTIVE ROLE FOR BOGIE Bill Bogie, chief executive of Medeva, has not been offered any executive role. He is to be a non-executive director and a consultant to the enlarged group. Industry sources told Reuters that merger talks had at one stage ran into trouble over price and the sharing of roles within the new group. Difference of opinion on pricing had forced Medeva to walk away from takeover talks twice in the last three months, the first time with Shire Pharmaceuticals and the second time with Ireland's Elan Pharmaceuticals . For Celltech Chiroscience, the deal brings Medeva's vaccine-making facility in Britain, its operations in Rochester and its marketing network in France, Belgium, Spain, Ireland. Among products, Medeva will contribute Hepagene, a hepatitis B drug which it hopes to market this year, a genetically-engineered drug to treat skin disease, a gene therapy for cystic fibrosis and a slow-release formulation of hyperactivity drug methylphenidate. These products will join Celtech Chiroscience's anaesthetic, Chirocaine, which is expected to be marketed next year, CMA 676 for acute myeloid leukameia which it is co-developing with American Home Products and CDP571 for Crohn's Disease. Celltech Chiroscience was advised by Robert Fleming and Cazenove while Medeva's advisers were Lazards and Merrill Lynch. ((London newsroom +44 171 542 4017, fax 44 171 583 3769, arindam.nag@reuters.com)). ---- INDEX REFERENCES ----