Roberts Pharmaceutical Corp. said Wednesday that it hassigned a definitive agreement for the purchase by a U.S.subsidiary of Yamanouchi Pharmaceutical Co. Ltd. of 4 millionnewly issued shares of Roberts stock for $95 million.

The purchase price is $23.84 a share. The stock (NASDAQ:RPCX)closed unchanged at $31 on Wednesday.

After the purchase, Yamanouchi will hold a 29 percent interestin Roberts, which develops late-stage pharmaceuticals. TheEatontown, N.J., company will have 13.8 million sharesoutstanding.

The agreement provides that Yamanouchi will not increase itsownership above 30 percent for three years. Yamanouchi doeshave the right to maintain its percentage ownership if Robertsissues additional shares of common stock.

After the standstill, Yamanouchi has the right to make a tenderoffer for all outstanding shares.

The agreement provides that the companies will consult oncertain major transactions by Roberts and will explore potentialareas of commercial cooperation.

The investment, which is expected to be concluded in March,will give Yamanouchi up to two seats on the Roberts board. Thedeal is subject to final approval by Roberts shareholders. -- KB

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