To: Phil Cressman who wrote (2632 ) 3/22/2000 1:12:00 PM From: Walter Morton Read Replies (2) | Respond to of 2742
Does anybody else feel robbed an manipulated?Message 13233559 Why didn't CIST mention the AVE deal sooner? We are suppose to think an extra $.17 to $.36 per share is suppose to keep us happy while they make Billions of dollars? I still say reject the merger. $8.75 million for intellectual property is an insult. Especially considering that CIST latest invention can be used as part of an HIV vaccine.REJECT THE MERGER Cistron and Celltech Sign Merger Agreement PINE BROOK, N.J., March 22 /PRNewswire/ -- Celltech Group, plc (NYSE: CLL - news; LSE: CCH), a major European-based biopharmaceutical company, and Cistron Biotechnology, Inc. (OTC Bulletin Board: CIST - news) located here have signed a merger agreement in which Cistron will become a wholly-owned subsidiary of Celltech. Under the agreement, Celltech will purchase Cistron for $18 million. This includes $8.75 million for intellectual property encompassing anti-interleukin (IL-1) antibodies as treatments for chronic inflammatory disorders and about $9.25 million for Cistron's cash reserves. The purchase will be made with Celltech American Depository Shares, with the price based on the five-day trailing average through March 20. The agreement is intended to qualify as a tax-free reorganization. In addition, Cistron shareholders will also be entitled to receive up to $3.5 million in cash and $3.5 million in Celltech stock, net of expenses, in the event that Aventis Pasteur, subsidiary of Aventis S.A. (NYSE: AVE - news), exercises the options previously granted by Cistron to acquire exclusive licenses to use the IL-1 technology in developing preventative and therapeutic vaccines. Aventis Pasteur has agreed to pay $3.5 million cash upon exercise of one option or $7 million if both options are exercised. This transaction is subject to various conditions, including approval by appropriate governmental agencies and Cistron's shareholders. Genome Securities, Inc. acted as financial advisor to Cistron for this transaction. Celltech Group, based in Slough, Berkshire in the UK, is a major European-based biopharmaceutical company with substantial operations in the U.S. The group undertakes drug discovery, development and international marketing. Celltech is listed on both the New York and London Stock Exchanges.biz.yahoo.com