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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2000
CHIREX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27698 04-3296309
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
300 Atlantic Street, Suite 402 06901
Stamford, Connecticut (Zip Code)
(address of principal executive offices)
Registrant's telephone number, including area code: (203) 351-2300
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
ChiRex Inc., a Delaware corporation (the "Company"), has entered into
an Agreement and Plan of Merger dated as of July 24, 2000 among Rhodia, a French
corporation ("Parent"), Cousin Acquisition, Inc., a Delaware corporation and a
wholly- owned subsidiary of Parent ("Purchaser"), and the Company (the "Merger
Agreement"). The Board of Directors of the Company has unanimously approved the
Merger Agreement. A copy of the Merger Agreement is attached hereto as
Exhibit 1.
The Merger Agreement provides that Purchaser will make a tender offer
(the "Offer") to purchase all of the issued and outstanding shares of common
stock, par value $0.01 per share, of the Company (the "Shares"), together with
the associated preferred stock purchase rights, at a price of $31.25 cash per
Share. Parent expects to commence the Offer by August 4, 2000. After the Offer,
Purchaser will merge with the Company (the "Merger") and each Share not acquired
in the Offer (other than Shares held by Parent, the Company and stockholders who
perfect dissenters' rights) will also be converted into $31.25 in cash.
The Offer and the Merger are conditioned upon, among other things, a
majority of the Shares being tendered into the Offer and clearance under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In connection with the Merger Agreement, the Company has amended the
Rights Agreement dated as of March 31, 1997 between the Company and The First
National Bank of Boston, as Rights Agent (the "Rights Agreement"). A copy of
Amendment 1 dated as of July 23, 2000 to the Rights Agreement (the "Rights
Agreement Amendment") is attached hereto as Exhibit 2.
On July 24, 2000 the Company and Parent issued a press release (the
"Press Release") regarding the execution of the Merger Agreement. A copy of the
Press Release is attached hereto as Exhibit 3.
The foregoing description of the Offer, the Merger and related
transactions does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, the Rights Agreement Amendment and the Press
Release, which are attached hereto and incorporated herein by reference.
Item 7. Exhibits.
Exhibit No. Description
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1. Agreement and Plan of Merger dated as of July 24, 2000
between Rhodia, Cousin Acquisition, Inc., and
ChiRex Inc.
2. Amendment No. 1 dated as of July 23, 2000 to the Rights
Agreement between ChiRex Inc. and The First National
Bank of Boston, as the Rights Agent.
3. Press Release dated July 24, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 25, 2000 CHIREX INC.
(Registrant)
By: /s/ Thomas I.H. Dubin
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(Signature)
Name: Thomas I.H. Dubin
Title: Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Description
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1. Agreement and Plan of Merger dated as of July 24, 2000
between Rhodia, Cousin Acquisition, Inc., and
ChiRex Inc.
2. Amendment No. 1 dated as of July 23, 2000 to the Rights
Agreement between ChiRex Inc. and The First National
Bank of Boston, as the Rights Agent.
3. Press Release dated July 24, 2000.