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EXHIBIT 99
COMPANIES ANNOUNCE DEFINITIVE AGREEMENTS FOR HOECHST TO ACQUIRE MARION
MERRELL DOW
FRANKFURT, Germany; KANSAS CITY, Mo.; and MIDLAND, Mi., May 4, 1995--
Hoechst AG, Marion Merrell Dow Inc. and The Dow Chemical Company today
announced the signing of definitive agreements for Hoechst to acquire all
of the outstanding shares of Marion Merrell Dow, pending regulatory
approvals, for a basic price of U.S. $25.75 per share in cash. Upon
completion, the acquisition will expand Hoechst's global pharmaceutical
business to annual sales of approximately U.S. $10 billion, ranking among
the world's largest.
The acquisition is planned in two stages:
Hoechst Corporation, a U.S. subsidiary of Hoechst AG, and Dow Chemical
signed an agreement for Hoechst to purchase from Dow approximately 197
million shares of Marion Merrell Dow at a price of U.S. $25.75 per
share, or about U.S. $5.1 billion. Dow's interest amounts to 71
percent of the 277 million shares outstanding.
Marion Merrell Dow shareholders will vote on a proposal to merge the
company with Hoechst Corporation, which will result in Marion Merrell
Dow becoming a wholly owned subsidiary of Hoechst. As a result of the
merger, minority shareholders (who currently own approximately 80
million shares or 29 percent of the stock) will receive merger
consideration of U.S. $25.75 per share in cash, plus an additional pro
rata dividend that depends on the timing of the closing of the merger.
GLOBAL PHARMA BUSINESS TO BE KNOWN AS HOECHST MARION ROUSSEL
Following completion of the acquisition, Hoechst will conduct its global
pharmaceutical business under the name Hoechst Marion Roussel.
The senior leadership of the new company will include Jean-Pierre Godard,
currently head of Hoechst's pharmaceutical division, who will serve as the
head of pharmaceuticals for Hoechst Marion Roussel, and Richard J. Markham,
currently president and chief operating officer of Marion Merrell Dow, who
will assume the position of deputy head of pharmaceuticals.
Hoechst Marion Roussel will be organized into four geographic regions to
meet customer needs in North America, Europe/Africa, Asia and Latin
America. The North American business unit will be headquartered in Kansas
City, Mo.
NO CAPITAL INCREASE AT HOECHST AG FOR THE LARGEST ACQUISITION
Hoechst's acquisition of Marion will cost a total of approximately U.S.
$7.1 billion, the largest U.S. acquisition to date by a German company.
The purchase is being financed partly by means of a U.S. $2.5 billion
capital increase at Hoechst Corporation. No capital increase at Hoechst AG
is required for this purpose. This amount is covered by liquid assets
available within Hoechst. The remaining sum, approximately U.S. $4.6
billion, will be financed by Hoechst Corporation through external loans.
The Hoechst companies are an international network of innovative and
customer-oriented companies. Global sales totaled DM 49.6 billion (U.S.
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$30.6 billion) in 1994, and Hoechst companies ranked among the leading
suppliers in the pharmaceutical, agricultural and industrial chemical
sectors of Europe, the Americas and Asia.
The current pharmaceutical division, Hoechst Roussel Pharma, comprises the
pharmaceutical businesses of Hoechst AG and Roussel Uclaf S.A., in which
Hoechst owns a 56 percent share. Hoechst's pharmaceutical sales last year
amounted to DM 10.3 billion (U.S. $6.3 billion), with about 60 percent of
those sales in Europe, employing about 33,500 associates worldwide.
The largest-selling products of Hoechst Roussel Pharma are in therapeutic
fields such as infections, vascular and cardiovascular diseases, and
diabetes. Hoechst invested more than DM 1.7 billion (U.S. $1.1 billion)
last year on research and development of new drugs.
GLOBAL EXPANSION OF PHARMACEUTICALS HAS GREATEST STRATEGIC IMPORTANCE
Hoechst has embarked on a structural and strategic reorientation to
concentrate on core activities and further strengthen its businesses in the
pharmaceutical, agricultural and industrial chemical sectors. The most
important role will be played by the pharmaceutical division, which Hoechst
intends to expand worldwide--including innovative single-source drugs,
diagnostics, plasma products and generics.
With the planned acquisition of Marion Merrell Dow, Hoechst particularly
seeks to strengthen its position in North America. The United States is
not only the largest area for pharmaceutical sales--the U.S. also is where
the world's standards are set for drug approval and for pharmaceutical
manufacturing.
Jurgen Dormann, CEO and Chairman of the Board of Management of Hoechst AG,
said: "We need a partner with a strong North American sales network,
contacts with the regulatory authorities, access to the innovative field of
biotechnology research in the United States, a complementary product line
and a strong clinical research effort. As the health care market grows
tougher and more competitive, we also want to join with a company that is a
respected ally of U.S. managed health care organizations. Marion is the
best candidate to help us achieve these strategic goals."
MARION: ONE OF THE MOST RESPECTED SUPPLIERS OF HEALTH CARE ORGANIZATIONS
Marion is one of the 15 largest pharmaceutical companies in the United
States and one of the most respected suppliers of the large health care
organizations in the country. With approximately 9,000 associates,
including over 1,000 in its U.S. field sales force, Marion last year
achieved sales of U.S. $3.1 billion and a net profit of U.S. $438 million.
North American sales were 66 percent of Marion's 1994 sales, Europe was 17
percent and the Pacific Region was 17 percent.
Marion's activities are focused on the therapeutic fields of cardiovascular
diseases, allergies and respiratory disease, gastrointestinal, and diseases
of the central nervous system. Expenditure on research and development in
1994 amounted to U.S. $462 million. Marion's activities complement those
of Hoechst and Roussel well.
"Strategically, bringing these companies together will enable us to better
serve health care customers and millions of patients worldwide," said Fred
W. Lyons, Jr., chairman and chief executive officer of Marion Merrell Dow.
"With a strong commitment to research and development, plus an organization
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that is addressing the changing needs of health care, we will have the
critical mass, geographic reach and depth of product line to be a
formidable competitor in the global marketplace."
COMPANIES HAVE COMPLEMENTARY PRODUCT PORTFOLIOS, REGIONAL STRUCTURE
As Dr. Karl-Gerhard Seifert, the member of the Hoechst AG board who is
responsible for pharmaceuticals, emphasized: "We are convinced that the
product portfolios and regional structures of the companies complement each
other well. The considerable synergies will result in a successful
partnership between Hoechst-Roussel and Marion."
Dow Chemical has maintained its pharmaceutical activities in Latin America
independent of Marion. Hoechst and Dow Chemical also agreed today that
Roussel Uclaf will acquire the Latin American pharmaceutical business, with
sales of U.S. $175 million, from Dow.
TRANSITION PROCESS TO BEGIN IMMEDIATELY
The integration of Marion confronts Hoechst and Roussel, and the management
of the pharmaceutical division, with a demanding task. The aim of this
integration is to establish a joint business with a uniform, globally
responsible management structure that preserves the historic strengths of
the various companies involved. This integration will be accomplished
through a series of task forces, with representation from Hoechst's
pharmaceutical subsidiaries and Marion Merrell Dow.
The recommendations of the task forces will be reviewed by a steering
committee chaired by Mr. Dormann. Mr. Lyons will be vice chairman of the
committee.
Announcements on additional management appointments at Hoechst Marion
Roussel, and the recommendations of the various merger transition task
forces, will be made as appropriate following their review by the steering
committee.