Wednesday, April 05, 2006

Jones Lang LaSalle


Novartis increases Chiron bid
Offering $5.33B to win support of shareholders

BY MARNI LEFF KOTTLE
BLOOMBERG NEWS

Novartis, Switzerland's biggest drugmaker, boosted its offer for the rest of Chiron Corp. by more than $200 million to about $5.33 billion, winning the support of at least two major shareholders who had been opposed.

Novartis raised its bid for the 56 percent of Chiron that it doesn't already own to $48 a share from $45, Emervyille, Calif.-based Chiron said Monday.

CAM North America and ValueAct Capital, two funds that had argued the previous offer was two low, said they will support the deal.

"With the biggest dissident shareholders in favor of the new deal, we expect the transaction to be consummated without further disruptions," Geoffrey Porges, an analyst at Sanford C. Bernstein & Co. in New York, said Monday in a note to clients.

The offer is the third that Novartis, which has itsNorth American headquarters in East Hanover, has made for the biotechnology company, which is recovering from a series of missteps that led Chiron to pull its Fluvirin influenza vaccine off the market in 2004. It is the second time Novartis has sweetened its bid since first offering $40 a share in September.

Chiron and Novartis amended their agreement in the latest negotiations so the deal needs to be approved by a majority of shareholders for the acquisition to close.

Previously, Chiron had to win the backing of a majority of its shareholders excluding Novartis.

"We worked with major shareholders to address the issues to conclude this transaction," said John Gilardi, a spokesman for Novartis. "Our priority was to complete this transaction as fast as possible so that we can address the manufacturing issues at Chiron and increase the vaccine supply."

Last week, Chiron said two independent proxy advisory companies disagreed on whether shareholders should vote in favor of the acquisition.

ValueAct, a hedge fund that owns 9.8 million shares, or about 5 percent of Chiron, said it intends to vote in favor of the deal.

"We are pleased that our opposition to the original merger agreement has resulted in increased consideration for all shareholders," ValueAct partner G. Mason Morfit said.