Rhone-Poulenc Rorer Inc.'s $2.9 billion bid to acquireLondon-based Fisons plc was accepted Wednesday by theBritish drug maker's board less than 10 days before theoffer was set to expire.

The hostile takeover attempt by Rorer, of Collegeville,Pa., and its France-based majority owner, Rhone-PoulencSA, was revealed in late August. After friendly talks withFisons' executives failed, Rorer made an initial offer of240 pence per share to Fisons' stockholders andsubsequently boosted the bid to 265 pence, or 1.84billion ($2.9 billion). The deadline for acceptance of thetender offer is Oct. 20, 1995.

Fisons rejected the first bid as too low and said it held offaccepting the second one to negotiate with an unnamedpharmaceutical firm for an even higher offer. Fisons saidthe talks failed. However, the other suitor was neveridentified.

The British drug maker was considered vulnerablebecause of declining sales and an empty product pipeline.The board recommended that shareholders accept Rorer'sfinal bid after getting assurances the new owner wouldrespect the employment rights of the people who work atFisons.

Guy Esnouf, Rhone-Poulenc spokesman, said thoseassurances were part of the deal from the beginning of thetakeover talks.

As of Tuesday, Rorer had purchased 21 percent ofFisons' shares. The acquisition will not be complete untilmore than 50 percent of the stock is bought.

Esnouf said Rorer is concentrating on the takeover andhas not made any decisions about Fisons' operations andexternal alliances.

Late last month, Magainin Pharmaceuticals Inc., ofPlymouth Meeting, Pa., signed an agreement with Fisonsto collaborate on development of an anti-infective drugfor treatment of pseudomonas in cystic fibrosis patients.Fisons made a $2 million up-front payment and agreed tosupport development costs that could reach $40 million to$60 million. The deal is to be finalized in November.

Rorer, which is 68 percent owned by Rhone-Poulenc,moved to acquire Fisons because of its asthma and allergydrugs. Intal for bronchial asthma is Fisons' biggest sellingtherapeutic. With Fisons' worldwide marketing presence,Rorer said the merger also is an opportunity to expand itsU.S. asthma and allergy drug business overseas.

In addition to Fisons marketed drugs, Rorer officials saidthey were interested in the British firm's dry powder andinhaler devices for drug delivery.

Rorer's stock (NYSE:RPR) closed Wednesday at $45.38,up $1. n

-- Charles Craig

(c) 1997 American Health Consultants. All rights reserved.