Germany-based Hoechst AG has moved to acquire Marion MerrellDow Co. by offering to pay $25.75 per share for the Kansas City-based pharmaceutical maker's 278 million outstanding shares, settingthe takeover price at about $7.2 billion.

Dow Chemical Co., of Midland, Mich., owns 71 percent of MarionMerrell, or 197 million shares, making the takeover worth about $5.1billion for Dow. In addition, Hoescht offered to pay another $200million for Dow's Latin American pharmaceuticals operations.

Marion Merrell spokesman David Thompson said Hoechst's proposalis in the discussion phase and the next step will be to sign a definitiveagreement. The deal is expected to close by the middle of this year.

Dow (NYSE:DOW) Tuesday jumped $2.37 to finish the day at $67.Marion Merrell (NYSE:MKC) closed at $24.87, up $1.

Thompson said it was too early to know how the takeover mightaffect Marion Merrell. The company's 1994 year end financialfigures showed an 11 percent decrease in net income from theprevious year. Earnings for 1994 totaled $438 million, or $1.57 pershare, compared with $491 million, or $1.76 per share, in 1993. Theearnings total from 1993 excludes a special charge for restructuring.

Marion Merrell has drug development collaborations with a varietyof biotechnology companies. Agreements include deals with AffymaxNV, of the Netherlands, Alteon Inc., of Ramsey, N.J., Cortech Inc.,of Denver, ImmuLogic Pharmaceutical Corp., of Waltham, Mass.,Scios Nova Inc., of Mountain View, Calif. and Oncogene ScienceInc., of Uniondale, N.Y.

In 1994, among Marion Merrell's biggest selling drugs wereCardizem for cardiovascular disorders, Seldane for allergies andCarafate for ulcers. The company reported that 60 percent of its saleswere in the U.S. n

-- Charles Craig

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

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