Centocor Inc. and Tocor II Inc. said Tuesday that Tocor II hasraised $90 million through a public offering of 2.25 millionunits priced at $40 per unit.

Tocor II, a vehicle to fund Centocor's research programs, hadoriginally proposed to sell 1.5 million units, which would haveraised $55 million. It will use the proceeds to engage Centocorin research and development of small peptide molecules in fivetarget areas, including inflammation and autoimmune disease.Centocor has the option to acquire exclusive rights to productsdeveloped by Tocor II.

Each unit consists of one callable common share of Tocor II, oneseries T warrant to purchase a common share of Centocor(NASDAQ:CNTO) for $64.50, and one callable warrant topurchase another Centocor share. Centocor stock dropped $2.25to $50.25 on Tuesday.

The callable warrants have an exercise price equal to 124percent of the average closing prices of Centocor stock for the120 trading days preceding Jan. 1, 1996, provided the price isnot less than the closing price of Centocor shares on Jan. 28,1992.

Centocor of Malvern, Pa., has an option through Dec. 31, 1995,to buy all the callable common stock of Tocor II at specifiedprices. If the option is exercised, the callable warrants willterminate.

The offering placed 1.75 million units in the United States andCanada, and 500,000 internationally. U.S. and Canadianunderwriters PaineWebber Inc., The First Boston Corp.,Hambrecht & Quist Inc. and J.P. Morgan Securities Inc. have a337,500-unit overallotment option.

The units will trade on NASDAQ under the symbol "TOCRZ."

-- Karen Bernstein BioWorld Staff

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