SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) March 13, 1997
DADE INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-13523 36-949533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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1717 Deerfield Road
Deerfield, IL 60015-0778
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-5300
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 12, 1997, Dade International Inc. made the following press
release:
NEWS RELEASE
DADE
DADE INTERNATIONAL
Dade International Inc. Mailing Address:
1717 Deerfield Road P.O. Box 778
Deerfield, IL 60015-0778 Deerfield, IL 60018-0778
For Immediate Release
Contact: Philip J. Smith for Dade International, +1 (847) 267-5418
Charlotte Dexter for Behring Diagnostics, +49 (171) 651 9436
Richard Nicolazzo for Bain Capital, +1 (617) 951-0000
Dade International and Behring Diagnostics to Merge,
Creating a Leading Global Company in Clinical Diagnostics
DEERFIELD, Illinois (March 12, 1997) - Dade International and Hoechst AG
today announced an agreement for Dade to merge with Hoechst's Behring
Diagnostics business unit, creating the largest independent company devoted to
serving clinical laboratories around the world.
The resulting stand-alone company, to be named Dade Behring Inc., will have
sales of more than $1.5 billion, 8,700 employees, operations across the
industrialized nations, and the broadest available offering of products and
services supporting the needs of clinical laboratories in hospitals and
elsewhere.
Dade and Behring to Merge, Page 2
The merger is expected to be completed in the summer of 1997 as an equity
transaction under which Hoechst will own 32.5 percent of Dade Behring and Dade's
current owners--Bain Capital, Goldman Sachs Capital Partners and Dade's
management--will own the balance. The merger is subject to customary conditions,
including legal and regulatory review and approval.
Scott Garrett, chairman and chief executive officer of Dade International,
will be the chief executive officer of Dade Behring. Uwe Bicker, M.D., Ph.D.,
president and chief executive officer of Behring Diagnostics, will serve as
executive chairman of Dade Behring. A board of 11 directors will oversee Dade
Behring. Dade's owners appoint the chief executive officer and seven other
directors. Hoechst appoints the executive chairman and two other directors.
"The merger with Behring extends our commitment to expanding Dade as the
premier company in diagnostics," said Stephen G. Pagliuca, a managing director
of Bain Capital. "The combination is strategically strong and is also highly
responsive to trends and customer needs in this industry."
"Dade and Behring are excellent partners for this merger," said
Karl-Gerhard Seifert, a member of Hoechst's board of management. "They form a
truly global enterprise with marketing, manufacturing and research operations in
all parts of the world. Dade contributes particular strength in the United
States, while Behring is
Dade and Behring to Merge, Page 3
strongest in Europe. The creation of Dade Behring as a new, independent
diagnostics company is part of our commitment to strengthening the Hoechst
life-sciences portfolio."
"Dade Behring will have unexcelled breadth in the products and services we
offer to laboratories in each country we serve," Garrett said. "Given our
combined experience in the diagnostics field--almost 50 years at Dade and almost
100 at Behring--we know the needs of laboratories. We are particularly intent on
responding to their desire in today's world to be more cost-efficient in
producing high-quality clinical test results."
Dade International's current headquarters in Deerfield, Illinois, will
serve as headquarters for the combined company with a branch office in
Frankfurt, Germany. Dade has 5,500 employees at operations in 16 countries in
North and South America, Europe and the Asia-Pacific region. Its annualized 1996
sales were approximately $900 million. Dade has leadership positions in clinical
chemistry, automated microbiology, hemostasis, laboratory quality controls and
cardiac immunodiagnostics.
Behring, headquartered in Frankfurt, Germany, has 3,200 employees and
operations in 20 countries. Behring's 1996 sales were approximately $650
million. Its product lines, including several leadership positions, serve
plasma-protein testing, infectious-disease testing, coagulation, testing for
drugs of abuse and therapeutic drug monitoring, and immunochemistry.
Dade and Behring to Merge, Page 4
"Health-care delivery organizations are consolidating in many countries
around the world," Bicker said. "This is in response to the need to serve
patients as efficiently as possible. In the uniquely important area of clinical
diagnostics, our intent is to help laboratories achieve their goals for quality
and cost-management. By merging the complementary capabilities of Dade and
Behring, we can be more responsive and more effective. Our combined resources
will help advance diagnostics worldwide; our success as a company will be built
on the responsiveness we show to each laboratory we serve. We also are intent on
exploiting opportunities for the new company with the other life-sciences
businesses of Hoechst."
Dade, which had been owned by Baxter International, became an independent
company in December 1994. In 1995, Dade entered a global alliance in hemostasis
with TOA Medical Electronics Co., Ltd., of Japan. In 1996, Dade acquired the
DuPont Medical Products clinical diagnostics product lines. In 1995, Behring
acquired the former Syva Company and its product lines, used in testing for
drugs of abuse and in therapeutic drug monitoring. Dade was founded in Miami in
1949, Behring in Marburg, Germany, in 1904.
Hoechst AG is an international group of companies pursuing innovation in
health care, nutrition and industry with 150,000 employees worldwide and sales
of $36 billion.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dade International Inc.
By: /s/ Scott T. Garrett
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Name: Scott T. Garrett
Title: Chairman and Chief
Executive Officer
Dated: March 13, 1997