Chiron Corp. told BioWorld on Friday that it hopes to send toshareholders within about 10 days its proxy statement on theproposed merger with Cetus Corp.
If the proxy is mailed about Oct. 28, the shareholder's meetingto approve the merger would be held late in the first week ofDecember, said Chiron spokesman Larry Kurtz. The Emeryville,Calif., company has sent a copy to the Securities and ExchangeCommission for final approval.
Since Oct. 10, Chiron stock has been trading above the $49 to$67 per share price range set in the deal. If the deal closeswhile Chiron stock is within that range, Cetus shareholderswill receive three-tenths of a share of Chiron stock for everyCetus share.
If Chiron's median trading price is above $67 for a specifiednumber of trading days, the ratio automatically decreases sothat the value of stock received by Cetus shareholders will notexceed $20.10 per share.
The 15-day measurement period begins five trading days afterthe date of the proxy. The median stock price will bedetermined by averaging the stock's high and low values eachday, and throwing out the seven highest and seven lowest days.The average price on the remaining day will be the price used.
Chiron's stock (NASDAQ:CHIR) closed down $1.25 Friday at$72.25. It was trading at $60.75 before the deal was announcedon July 22. -- KB
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