UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 14A |
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Proxy Statement Pursuant to Section 14(a) of |
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Filed by the Registrant ý |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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CHIRON CORPORATION |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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Chiron Corporation |
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4560 Horton Street |
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Emeryville, California 94608-2916 |
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510.655.8730 Fax 510.655.9910 |
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News Release |
For Immediate Release
Contacts:
Chiron Corporate Communications &
Investor Relations
Media: (510) 923-6500
Investors: (510) 923-2300
CHIRON ANNOUNCES AMENDED MERGER AGREEMENT WITH NOVARTIS
- Novartis to Acquire All Outstanding Chiron Shares for $48.00 Per Share in Cash
EMERYVILLE, Calif., April 3, 2006 Chiron Corporation (NASDAQ: CHIR) today announced that it has entered into an amendment to its previously announced merger agreement with Novartis providing for Novartis to increase to $48.00 per Chiron share the price it will pay for the approximately 56 percent of Chiron shares that Novartis does not already own. The amended merger agreement has been unanimously approved by Chirons non-Novartis directors.
The merger will now require a majority of outstanding shares as of the record date to be voted in favor of the transaction. Both CAM North America and ValueAct Capital have informed Chiron and Novartis that they and their affiliated entities intend to vote in favor of the transaction, subject to the fiduciary and legal obligations applicable to them.
Chiron today also announced that it has reached an agreement in principle to settle all claims in the previously reported stockholder actions challenging the proposed transaction with Novartis. The proposed settlement is subject to court approval following notice to the class and a hearing.
Chiron will promptly send updated proxy materials to shareholders and plans to convene the special shareholders meeting as scheduled on April 12, 2006, and to immediately adjourn the meeting and then reconvene on April 19, 2006. As all necessary regulatory approvals were
previously received, Chiron expects the merger to close promptly after the stockholder vote on April 19, 2006.
About Chiron
Chiron delivers innovative and valuable products to protect human health by advancing pioneering science across the landscape of biotechnology. The company works to deliver on the limitless promise of science and make a positive difference in peoples lives. For more information about Chiron, please visit www.chiron.com.
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