-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SSByU5vj5fz9uUlYaCkZmO9zmmRzKNxFATb9LKbA3yeCPWPf6FYBlJT5LDwTlon+ xWO4fNTKBt0hISyweqCoaQ== 0000950133-99-002526.txt : 19990729 0000950133-99-002526.hdr.sgml : 19990729 ACCESSION NUMBER: 0000950133-99-002526 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990725 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUISZ TECHNOLOGIES LTD CENTRAL INDEX KEY: 0000873064 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521579474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27082 FILM NUMBER: 99672108 BUSINESS ADDRESS: STREET 1: 14555 AVION PKWY STE 250 CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7039952400 MAIL ADDRESS: STREET 1: GIBSON DUNN GRUTCHER STREET 2: 1050 CONNECTICUT AVE NW SUITE 900 CITY: CHWASHINGTON STATE: DC ZIP: 20036 8-K 1 FUISZ TECHNOLOGIES LTD. FORM 8-K 1 - -------------------------------------------------------------------------------- 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 25, 1999 Fuisz Technologies Ltd. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-27082 52-1579474 ----------------- ------------ ------------------- (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 14555 Avion Parkway, Chantilly, VA 20151 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (703) 995-2400 ---------------- N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- 2 ITEM 5. OTHER EVENTS On July 25, 1999, Fuisz Technologies Ltd. ("Fuisz") entered into a Merger Agreement (the "Merger Agreement") with Biovail Corporation International ("Biovail"). Pursuant to the Merger Agreement, Biovail plans to commence a cash tender offer (the "Offer") to purchase such number of outstanding shares of common stock, par value $0.01 per share ("Common Stock"), of Fuisz which will result in Biovail's beneficial ownership of 49% of the outstanding Common Stock of Fuisz. The Merger Agreement contemplates that, after Biovail's purchase of Common Stock pursuant to the Offer, Fuisz will become a wholly owned subsidiary of Biovail (the "Merger"). In connection with the Merger, all remaining outstanding shares of Common Stock of Fuisz will be exchanged for shares of common stock of Biovail, at a ratio of one share of Common Stock of Fuisz for 0.1194 shares of common stock of Biovail, subject to certain adjustments. The Merger is subject to approval by the shareholders of Fuisz and satisfaction or waiver of certain other conditions. On July 26, 1999, a press release was issued relating to the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the Indenture dated October 22, 1997 governing Fuisz's 7% Convertible Subordinated Debentures due 2004 (the "Debentures"), in the event of a "Repurchase Event" (as defined therein), each holder of Debentures may, at such holder's option, require Fuisz to purchase all or part of such holder's Debentures. Fuisz believes that the consummation of the Merger as presently contemplated under the Merger Agreement would constitute a "Repurchase Event" as defined in the Indenture. ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits EXHIBIT DESCRIPTION 99.1 Press Release dated July 26, 1999. 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this current report to be signed on its behalf by the undersigned hereunto duly authorized. FUISZ TECHNOLOGIES LTD. Date: July 28, 1999 By: /s/Stephen H. Willard ----------------------------------- Name: Stephen H. Willard Title: Executive Vice President and General Counsel 3 4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT 99.1 Press Release dated July 26, 1999. 4 EX-99.1 2 PRESS RELEASE 1 CONTACT: EUGENE MELNYK, CHAIRMAN OF THE BOARD ROBERT PODRUZNY, PRESIDENT (416) 285-6000 WEB PAGE: WWW.biovail.com FOR IMMEDIATE RELEASE BIOVAIL TO ACQUIRE FUISZ TECHNOLOGIES ACQUISITION TO EXPAND BIOVAIL'S PIPELINE OF PRODUCTS AND DELIVERY PLATFORMS TORONTO, CANADA/CHANTILLY, VIRGINIA, July 26, 1999--Biovail Corporation International (NYSE, TSE: BVF) ("Biovail") and Fuisz Technologies Ltd. (Nasdaq: FUSE) ("Fuisz") today announced that they have entered into a definitive Merger Agreement for Biovail to acquire Fuisz in a two-stage cash and stock transaction that values Fuisz at $7.00 per share, or approximately $154 million, based on Biovail's closing share price of $58.625 on July 23, 1999. Fuisz has outstanding debt of approximately $91 million, for a total transaction value of approximately $245 million. Under the terms of the agreement, which has been approved by the Boards of Directors of both companies, Biovail will promptly commence a cash tender offer for a number of the outstanding common shares of Fuisz, which will result in Biovail owning 49% of the outstanding common shares of Fuisz. Upon completion of the cash tender, the remaining outstanding common shares of Fuisz will be exchanged for Biovail common shares in the ratio of 1 common share of Fuisz for 0.1194 common share of Biovail (the "Exchange Ratio"), subject to adjustment as provided in the Merger Agreement. The merger is subject to approval by the shareholders of Fuisz, expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions. Biovail currently beneficially owns approximately 19.2% of the outstanding common shares of Fuisz. The acquisition will be accounted for by Biovail using the purchase method of accounting and will reflect a one-time charge for the acquisition of in-process research and development as determined through independent assessment and valuation. Fuisz has advised Biovail that it expects its results for the fiscal quarter ended June 30, 1999 to be significantly below market expectations. The transaction is expected to be neutral to Biovail's earnings in 1999 and accretive in 2000. It is expected that the transaction will close in the fourth quarter of 1999. 5 2 Eugene Melnyk, Chairman of the Board of Biovail, commented, "The acquisition of Fuisz allows Biovail to significantly expand its pipeline of products and drug delivery platforms. The microsphere technology and rapid dissolving formulations developed by Fuisz provide exciting potential for application on a wide array of drugs that will benefit from Fuisz's improved controlled release and taste masking technologies. We are confident that the technology platforms developed by Fuisz, in combination with those of Biovail, provide us with the foundation and leverage for a very broad portfolio of exciting applications." Dr. Richard Fuisz, Chairman of the Board of Fuisz Technologies commented, "The combination with Biovail should ultimately allow the shareholders of Fuisz to attain the level of success that befits the development of this extremely strong technological base. I have confidence that Eugene Melnyk will lead the way to substantive added value to our shareholders." Donaldson, Lufkin & Jenrette acted as financial advisor to Biovail and Warburg Dillon Reed LLC acted as financial advisor to Fuisz. Fuisz Technologies Ltd. is engaged in the development, manufacture and commercialization of a wide variety of pharmaceutical and healthcare products which utilize its proprietary CEFORM(TM), SHEARFORM(TM), and other drug delivery technologies. Biovail Corporation International is an international full-service pharmaceutical company engaged in the formulation, clinical testing, registration and manufacture of drug products utilizing advanced drug delivery technologies. The statements in this press release may contain forward-looking statements that involve a number of risks and uncertainties. In addition to the matters described in this press release, the success of integration of operations, the degree of dilution, the success of product approvals and marketing opportunities for each company's products, and the success in discovery research as well as other risks and uncertainties detailed from time to time in Securities and Exchange Commission reports filed by Biovail and Fuisz may affect the actual results achieved by Biovail and Fuisz. Biovail and Fuisz disclaim any intent or obligation to update these forward-looking statements. 6 -----END PRIVACY-ENHANCED MESSAGE-----