UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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CHIRON CORPORATION
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	Chiron Corporation
	4560 Horton Street
	Emeryville, California 94608-2916
	510.655.8730 Fax 510.655.9910
	News Release

 

For Immediate Release

 

Contacts:

Chiron Corporate Communications &

Investor Relations

Media:             (510) 923-6500

Investors:         (510) 923-2300

 

CHIRON ANNOUNCES AMENDED MERGER AGREEMENT WITH NOVARTIS

 

- Novartis to Acquire All Outstanding Chiron Shares for $48.00 Per Share in Cash –

 

EMERYVILLE, Calif., April 3, 2006 — Chiron Corporation (NASDAQ: CHIR) today announced that it has entered into an amendment to its previously announced merger agreement with Novartis providing for Novartis to increase to $48.00 per Chiron share the price it will pay for the approximately 56 percent of Chiron shares that Novartis does not already own. The amended merger agreement has been unanimously approved by Chiron’s non-Novartis directors.

 

The merger will now require a majority of outstanding shares as of the record date to be voted in favor of the transaction. Both CAM North America and ValueAct Capital have informed Chiron and Novartis that they and their affiliated entities intend to vote in favor of the transaction, subject to the fiduciary and legal obligations applicable to them.

 

Chiron today also announced that it has reached an agreement in principle to settle all claims in the previously reported stockholder actions challenging the proposed transaction with Novartis.  The proposed settlement is subject to court approval following notice to the class and a hearing.

 

Chiron will promptly send updated proxy materials to shareholders and plans to convene the special shareholders meeting as scheduled on April 12, 2006, and to immediately adjourn the meeting and then reconvene on April 19, 2006. As all necessary regulatory approvals were

 

 

previously received, Chiron expects the merger to close promptly after the stockholder vote on April 19, 2006.

 

About Chiron

 

Chiron delivers innovative and valuable products to protect human health by advancing pioneering science across the landscape of biotechnology. The company works to deliver on the limitless promise of science and make a positive difference in people’s lives. For more information about Chiron, please visit www.chiron.com.

 

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