-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KJtlTvGHMwq7furrtLiBz5J6qL+Uw1WZ351bmpco9BXKR8E48nS0AkEeut1YNhqM xzPS9UgGdV1LzYBOBq64rQ== 0000950133-94-000125.txt : 19940603 0000950133-94-000125.hdr.sgml : 19940603 ACCESSION NUMBER: 0000950133-94-000125 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19940602 GROUP MEMBERS: BB BIOTECH AG GROUP MEMBERS: BIOTECH FOCUS S.A. GROUP MEMBERS: BIOTECH INVEST S.A. GROUP MEMBERS: BIOTECH TARGET S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOGEN INC CENTRAL INDEX KEY: 0000714655 STANDARD INDUSTRIAL CLASSIFICATION: 2836 IRS NUMBER: 043002117 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35348 FILM NUMBER: 94532754 BUSINESS ADDRESS: STREET 1: 14 CAMBRIDGE CTR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172529200 MAIL ADDRESS: ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN NV DATE OF NAME CHANGE: 19880622 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BB BIOTECH AG CENTRAL INDEX KEY: 0000924223 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BAKER & MCKENZIE STREET 2: 815 CONNECTICUT AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028351882 MAIL ADDRESS: STREET 1: C/O BAKER & MCKENZIE STREET 2: 815 CONNECTICUT AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 SC 13D 1 BIOGEN, INC. SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BIOGEN,INC. ----------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 090597105 --------- (CUSIP Number) DANIEL SCHLATTER THEATERSTRASSE 12, 8024 ZURICH, CH/SWITZERLAND 41-1-267-67-67 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Daniel L. Goelzer, Esq. Baker & McKenzie 815 Connecticut Avenue, N.W. Washington, D.C. 20006 FEBRUARY 14, 1994 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / x /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 1 of 12 Pages 2 CUSIP No. 090597105 - ------------------- - --------------------------------------------------------------------- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person BB Biotech AG - --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions) (b) / x / - --------------------------------------------------------------------- (3) SEC Use Only - --------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings / / is Required Pursuant to Item 2(d) or 2(e) - --------------------------------------------------------------------- (6) Citizenship or Place of Organization Switzerland - --------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 0 by Each Reporting ----------------------------------- Person With (8) Shared Voting Power 2,150,000 ----------------------------------- (9) Sole Dispositive Power 0 ----------------------------------- (10) Shared Dispositive Power 2,150,000 ----------------------------------- - --------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,150,000 shares - --------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) / / Excludes Certain Shares (See Instructions) - --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 6.47% - --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) HC, CO - --------------------------------------------------------------------- Page 2 of 12 Pages 3 CUSIP No. 090597105 - ------------------- - --------------------------------------------------------------------- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Biotech Invest S.A. - --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions) (b) / x / - --------------------------------------------------------------------- (3) SEC Use Only - --------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings / / is Required Pursuant to Item 2(d) or 2(e) - --------------------------------------------------------------------- (6) Citizenship or Place of Organization Panama - --------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 980,000 by Each Reporting ----------------------------------- Person With (8) Shared Voting Power 0 ----------------------------------- (9) Sole Dispositive Power 980,000 ----------------------------------- (10) Shared Dispositive Power 0 ----------------------------------- - --------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 980,000 shares - --------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) / / Excludes Certain Shares (See Instructions) - --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 2.95% - --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - --------------------------------------------------------------------- Page 3 of 12 Pages 4 CUSIP No. 090597105 - ------------------- - --------------------------------------------------------------------- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Biotech Focus S.A. - --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions) (b) / x / - --------------------------------------------------------------------- (3) SEC Use Only - --------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings / / is Required Pursuant to Item 2(d) or 2(e) - --------------------------------------------------------------------- (6) Citizenship or Place of Organization Panama - --------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 800,000 by Each Reporting ----------------------------------- Person With (8) Shared Voting Power 0 ----------------------------------- (9) Sole Dispositive Power 800,000 ----------------------------------- (10) Shared Dispositive Power 0 ----------------------------------- - --------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 800,000 shares - --------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) / / Excludes Certain Shares (See Instructions) - --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 2.41% - --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - --------------------------------------------------------------------- Page 4 of 12 Pages 5 CUSIP No. 090597105 - ------------------- - --------------------------------------------------------------------- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Biotech Target S.A. - --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group (See Instructions) (b) / x / - --------------------------------------------------------------------- (3) SEC Use Only - --------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - --------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings / / is Required Pursuant to Item 2(d) or 2(e) - --------------------------------------------------------------------- (6) Citizenship or Place of Organization Panama - --------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 370,000 by Each Reporting ----------------------------------- Person With (8) Shared Voting Power 0 ----------------------------------- (9) Sole Dispositive Power 370,000 ----------------------------------- (10) Shared Dispositive Power 0 ----------------------------------- - --------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 370,000 shares - --------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) / / Excludes Certain Shares (See Instructions) - --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.11% - --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - --------------------------------------------------------------------- Page 5 of 12 Pages 6 ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $.01 per share ("Common Stock"), of Biogen, Inc. ("Biogen"). Biogen's principal executive offices are located at 16 Cambridge Center, Cambridge, MA 02142. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed jointly by (i) BB Biotech AG, a Swiss corporation ("BB Biotech"), (ii) Biotech Invest S.A., a Panamanian corporation ("Biotech Invest"), (iii) Biotech Focus S.A., a Panamanian corporation ("Biotech Focus") and (iv) Biotech Target S.A., a Panamanian corporation ("Biotech Target"). Biotech Invest, Biotech Focus, and Biotech Target are wholly-owned subsidiaries of BB Biotech (collectively referred to herein as "Biotech Subsidiaries"). BB Biotech AG ("BB Biotech") is a holding company incorporated in Switzerland. BB Biotech's business address is Vodergass 3, 8200 Schaffhausen, CH/Switzerland. BB Biotech invests in companies involved in the development, production, and distribution of pharmaceuticals and other products based on biotechnology. BB Biotech is publicly traded on the Zurich Stock Exchange. Biotech Invest is a wholly-owned subsidiary of BB Biotech incorporated in the Republic of Panama. Biotech Invest's business address is Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of Biotech Invest is to invest in companies in the biotechnology sector. Biotech Focus is a wholly-owned subsidiary of BB Biotech incorporated in the Republic of Panama. Biotech Focus's business address is Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of Biotech Invest is to invest in companies in the biotechnology sector. Biotech Target is a wholly-owned subsidiary of BB Biotech incorporated in the Republic of Panama. Biotech Target's business address is Swiss Bank Tower, Panama 1, Republic of Panama. The principal business of Biotech Target is to invest in companies in the biotechnology sector. The name, business address, present principal occupation, and citizenship of each executive officer and director of BB Biotech and the Biotech Subsidiaries are set forth on Appendix A hereto, which is incorporated herein by reference. Neither BB Biotech, Biotech Invest, Biotech Focus nor Biotech Target, nor to the best of their knowledge, any of their executive officers or directors has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or Page 6 of 12 Pages 7 similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION From November 1993 to April 1994, the Biotech Subsidiaries have purchased 2,150,000 shares of Biogen Common Stock in the aggregate, for an aggregate consideration of approximately $93 million. Each of the Biotech Subsidiaries used working capital to purchase the shares of Biogen Common Stock, which, in turn, was supplied by BB Biotech. BB Biotech is publicly traded on the Zurich Stock Exchange, and its shareholders are both private and institutional investors. ITEM 4. PURPOSE OF TRANSACTION The Biogen Common Stock is being held for investment purposes only. The Biotech Subsidiaries may, from time to time, either increase or decrease their holdings of Biogen Common Stock. Any such decision will depend, however, on numerous factors, including, without limitation, the price of shares of Common Stock, the terms and conditions related to their purchase and sale, the prospects and profitability of Biogen, other business and investment alternatives of the Biotech Subsidiaries, and general economic and market conditions. Neither BB Biotech nor the Biotech Subsidiaries have an immediate intention to influence or direct Biogen's affairs, modify its corporate structure or interfere with the business decisions of its management. Except as set forth above, neither BB Biotech or the Biotech Subsidiaries nor, to the best knowledge of such persons, any executive officer or director of either BB Biotech or the Biotech Subsidiaries, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Biogen or the disposition of securities of Biogen; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Biogen; (c) a sale or transfer or a material amount of assets of Biogen; (d) any change in the present board of directors or management of Biogen, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Biogen; (f) any other material change in Biogen's business or corporate structure; (g) changes in Biogen's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Biogen by any person; (h) causing a Page 7 of 12 Pages 8 class of securities of Biogen to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of Biogen to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 ("Exchange Act"); or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) BB Biotech may be deemed to be the indirect beneficial owner of the 2,150,000 shares of Biogen Common Stock held directly in the aggregate by the Biotech Subsidiaries as of April 6, 1994, which represents 6.47% of the outstanding shares of Biogen Common Stock. No shares of Biogen Common Stock are directly owned by BB Biotech. As of April 6, 1994, Biotech Invest beneficially owned 980,000 shares of Biogen Common Stock, representing 2.95% of the outstanding shares of Biogen Common Stock. As of April 6, 1994, Biotech Focus beneficially owned 800,000 shares of Biogen Common Stock, representing 2.41% of the outstanding shares of Biogen Common Stock. As of April 6, 1994, Biotech Target beneficially owned 370,000 shares of Biogen Common Stock, representing 1.11% of the outstanding shares of Biogen Common Stock. To the best knowledge of BB Biotech and the Biotech Subsidiaries, no director or executive officer of BB Biotech or the Biotech Subsidiaries owns any shares of Biogen Common Stock. (b) The number of shares of Biogen Common Stock to which there is sole power to vote or to direct the vote, shares power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition is set forth in the cover pages and such information is incorporated herein by reference. BB Biotech, through its ownership of the Biotech Subsidiaries, may be deemed to beneficially own the shares of Biogen Common Stock within the meaning of Regulation 13D under the Exchange Act, and may be deemed to share with the Biotech Subsidiaries the power to vote or direct the vote of and the power to dispose of or direct the disposition of the aggregate 2,150,000 shares of Biogen Common Stock held by the Biotech Subsidiaries. BB Biotech hereby expressly declares that the filing of this statement shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of the shares of Biogen Common Stock held by the Biotech Subsidiaries. (c) A summary of all transactions in Biogen Common Stock effected by the Biotech Subsidiaries 60 days before they and BB Biotech became subject to the Regulation 13D reporting requirements is attached hereto as Exhibit A. (d) Not applicable. Page 8 of 12 Pages 9 (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Biotech Invest, Biotech Focus, and Biotech Target are wholly-owned subsidiaries of BB Biotech. There are no other contracts, arrangements, understandings, or relationships that exist with respect to the shares of Biogen Common Stock directly owned by the Biotech Subsidiaries or indirectly owned by BB Biotech. The incorporation documents and minutes of the board of directors of Biotech Invest, Biotech Focus, and Biotech Target, which are attached hereto as Exhibits B, C, and D, respectively, are hereby incorporated by reference in their entirety in response to this item 6. Except for the documents described herein, neither BB Biotech nor the Biotech Subsidiaries nor, to the best of their knowledge, any of the executive officers or directors of either BB Biotech or the Biotech Subsidiaries, is a party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of Biogen, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.A: Transaction Summary. Exhibit 99.B: Certificate of Incorporation of Biotech Invest dated November 16, 1993, and opinion letter dated November 24, 1993 by Morgan & Morgan, Attorneys at Law, Panama (evidencing a power of attorney in favor Daniel Schlatter). Exhibit 99.C: Certificate of Incorporation of Biotech Focus dated November 16, 1993, and opinion letter dated November 24, 1993 by Morgan & Morgan, Attorneys at Law, Panama (evidencing a power of attorney in favor Daniel Schlatter). Exhibit 99.D: Minutes of the January 21, 1994, Board of Directors Meeting of Biotech Target (evidencing a power of attorney in favor Daniel Schlatter). Exhibit 99.E: Translation of evidence of a power of attorney in favor Daniel Schlatter and Dr. Ernst Mueller-Moehl on behalf of BB Biotech. Exhibit 99.F: Agreement by and among BB Biotech, Biotech Invest, Biotech Focus, and Biotech Target with respect to the filing of this statement. Page 9 of 12 Pages 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BB BIOTECH AG Date: June 2, 1994 By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel By: /S/ Ernst Mueller-Moehl ----------------------------- Name: Dr. Ernst Mueller-Moehl BIOTECH INVEST S.A. Date: June 2, 1994 By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel BIOTECH FOCUS S.A. Date: June 2, 1994 By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel BIOTECH TARGET S.A. Date: June 2 1994 By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel
Page 10 of 12 Pages 11 APPENDIX A TO ITEM 2
PRESENT NAME AND POSITION RESIDENCE OR PRINCIPAL WITH COMPANY BUSINESS ADDRESS OCCUPATION - ------------ ---------------- ---------- BB BIOTECH Dr. Ernst Thomke Vodergass 3, President (Swiss citizen) 8200 Schaffhausen, and Director CH/Switzerland Dr. Victor Bischoff Vodergass 3, Vice- (Swiss citizen) 8200 Schaffhausen, President CH/Switzerland and Director Dr. David Baltimore Rockefeller University Professor (U.S. citizen) 1239 York Avenue and Director New York, NY 19921 Daniel Schlatter Theaterstrasse 12, Counsel (Swiss citizen) 8024 Zurich, with CH/Switzerland signatory authority Dr. Ernst Mueller-Moehl Vodergass 3, signatory (Swiss citizen) 8200 Schaffhausen, authority CH/Switzerland BIOTECH INVEST Daniel Schlatter Theaterstrasse 12, Counsel (Swiss citizen) 8024 Zurich, with CH/Switzerland signatory authority Pablo Javier Espino Swiss Bank Tower, President (Panamanian citizen) Panama 1, and Director Republic of Panama Adelina M. de Estribi Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama Aida May Biggs Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama
Page 11 of 12 Pages 12 BIOTECH FOCUS Daniel Schlatter Theaterstrasse 12, Counsel (Swiss citizen) 8024 Zurich, with CH/Switzerland signatory authority Luis Alberto Hincapie Swiss Bank Tower, President (Panamanian citizen) Panama 1, and Director Republic of Panama Adelina M. de Estribi Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama Aida May Biggs Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama BIOTECH TARGET Daniel Schlatter Theaterstrasse 12, Counsel (Swiss citizen) 8024 Zurich, with CH/Switzerland signatory authority Pablo Javier Espino Swiss Bank Tower, President (Panamanian citizen) Panama 1, and Director Republic of Panama Adelina M. de Estribi Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama Aida May Biggs Swiss Bank Tower, Director (Panamanian citizen) Panama 1, Republic of Panama
Page 12 of 12 Pages 13 EXHIBIT INDEX Exhibit 99.A: Transaction Summary. Exhibit 99.B: Certificate of Incorporation of Biotech Invest dated November 16, 1993, and opinion letter dated November 24, 1993 by Morgan & Morgan, Attorneys at Law, Panama (evidencing a power of attorney in favor Daniel Schlatter). Exhibit 99.C: Certificate of Incorporation of Biotech Focus dated November 16, 1993, and opinion letter dated November 24, 1993 by Morgan & Morgan, Attorneys at Law, Panama (evidencing a power of attorney in favor Daniel Schlatter). Exhibit 99.D: Minutes of the January 21, 1994, Board of Directors Meeting of Biotech Target (evidencing a power of attorney in favor Daniel Schlatter). Exhibit 99.E: Translation of evidence of a power of attorney in favor Daniel Schlatter and Dr. Ernst Mueller-Moehl on behalf of BB Biotech. Exhibit 99.F: Agreement by and among BB Biotech, Biotech Invest, Biotech Focus, and Biotech Target with respect to the filing of this statement. EX-99.A 2 TRANSACTION SUMMARY 1 Exhibit 99.A Below is a summary of all transactions in Biogen Common Stock effected by the Biotech Subsidiaries 60 days before they and BB Biotech became subject to the Regulation 13D reporting requirements. All sales of Common Stock were effected on NASDAQ. All prices are per share in U.S. dollars. For purposes of this Exhibit A, indirect beneficial ownership of the shares of Biogen Common Stock is attributed to BB Biotech.
DATE TYPE OF TRANSACTION, NUMBER, CLASS AND PRICE OF BENEFICIALLY TOTAL SHARES PERCENT SHARES OWNED SHARES OUTSTANDING OF OUTSTANDING OWNED Dec. 23, Purchase by Biotech 268,000 32,300,000 .83% 1993 Invest of 85,000 shares of shares of Common Common Stock at an average price per share of Stock $40. Dec. 27, Purchase by Biotech 368,000 32,300,000 1.14% 1993 Invest of 100,000 shares of shares of Common Common Stock at an average price per share of Stock $40. Dec. 28, Purchase by Biotech 568,000 32,300,000 1.76% 1993 Invest of 200,000 shares of shares of Common Common Stock at an average price per share of Stock $40.75. Dec. 30, Purchase by Biotech 658,000 32,300,000 2.04% 1993 Invest of 90,000 shares of shares of Common Common Stock at an average price per share of Stock $39.81. Dec. 31, Purchase by Biotech 700,000 32,300,000 2.17% 1993 Invest of 42,000 shares of shares of Common Common Stock at an average price per share of Stock $39.75.
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DATE TYPE OF TRANSACTION, NUMBER, CLASS AND PRICE OF BENEFICIALLY TOTAL SHARES PERCENT SHARES OWNED SHARES OUTSTANDING OF OUTSTANDING OWNED Jan. 27, Purchase by Biotech 1,320,000 33,250,000 3.97% 1993 Invest of 620,000 shares of shares of Common Common Stock at an average price per share of Stock $46.57. Feb. 2, Purchase by Biotech 1,470,000 33,250,000 4.42% 1993 Invest of 150,000 shares of shares of Common Common Stock at an average price per share of Stock $46.78. Feb. 7, Purchase by Biotech 1,570,000 33,250,000 4.72% 1993 Invest of 100,000 shares of shares of Common Common Stock at an average price per share of Stock $51.44. Feb. 10, Transfer by Biotech 1,570,000 33,250,000 4.72% 1993 Invest to Biotech Focus shares of Common of 800,000 shares of Stock Common Stock. Feb. 17, Purchase by Biotech 1,660,000 33,250,000 4.99% 1993 Invest of 90,000 shares of shares of Common Common Stock at an average price per share of Stock $49.36. Feb 14, Purchase by Biotech 1,780,000 33,250,000 5.35% 1994 Invest of 120,000 shares of shares of Common Common Stock at an average price per share of Stock $48.85. March 9, Purchase by Biotech Invest 1,880,000 33,250,000 5.65% 1994 of 100,000 shares of shares of Common Common Stock at an average price per share of Stock $41.43 per share. March 15, Transfer by Biotech 1,880,000 33,250,000 5.65% 1994 Invest to Biotech Target of 100,000 shares of shares of Common Common Stock. Stock
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DATE TYPE OF TRANSACTION, NUMBER, CLASS AND PRICE OF BENEFICIALLY TOTAL SHARES PERCENT SHARES OWNED SHARES OUTSTANDING OF OUTSTANDING OWNED March 29, Purchase by Biotech Target of 100,000 shares of 1,980,000 33,250,000 5.95% 1994 Common Stock at an average price per share of shares of Common $38.75. Stock March 31, Purchase by Biotech Target of 100,000 shares of 2,080,000 33,250,000 6.26% 1994 Common Stock at an average price per share of shares of Common $36.13. Stock April 6, Purchase by Biotech Target of 70,000 shares of 2,150,000 33,250,000 6.47% 1994 Common Stock at an average price per share of shares of Common $33.75. Stock
3 EX-99.B 3 POWER OF ATTORNEY 1 Exhibit 99.B TO WHOM IT MAY CONCERN We, MORGAN Y MORGAN, Lawyers, qualified to practice law in Panama, Republic of Panama, having examined all the documents of the Corporation BIOTECH INVEST S.A. ("The Corporation"), hereby confirm the following: 1. The Corporation is a Panamanian Company incorporated by means of Public Deed 13,165 of 12th December, 1988, Notary 5th and duly registered at Microjacket 126642, Reel 25125, Frame 0069 on December 16, 1988. 2. The Corporation is in good standing and validly existing under the laws of the Republic of Panama. 3. The total number of shares that may be issued by the Corporation is Five Hundred (500) to the bearer all of which shall be without nominal value. 4. The present members of The Corporation's Board of Directors/Officers are the following: Pablo Javier Espino - Director/President Adelina M. de Estribi - Director/Secretary Aida May Biggs - Director/Treasurer 5. The joint signatures of any two (2) Directors/Officers in respect of any act, transaction or business of the corporation shall be binding on the same. 6. By means of Public Deed #10,701 of 12th November, 1993, Notary 4th. The Corporation granted a Power of Attorney in favour of Dr. Ernst Muller-Mohl, Swiss, with Passport No. 7836977, with domicile in Schloss Gachnang, 8547 Gachnang, Switzerland to act on behalf of the Corporation individually and with full powers. 7. By means of Public Deed #10,702 of 12th November, 1993, Notary 4th. The Corporation granted a Power of Attorney in favour of Lawyer Daniel Schlatter, Swiss, with Passport No. 6780510, with domicile in Zilanderweg, 10, 8702 Zollikon to act on behalf of the Corporation individually and with full powers. As members of the bar of the Republic of Panama, we express no opinion with respect to the laws of any other jurisdictions. Panama, 24th November, 1993. Morgan & Morgan Mirie de la Guardian EX-99.C 4 POWER OF ATTORNEY 1 Exhibit 99.C TO WHOM IT MAY CONCERN We, MORGAN Y MORGAN, Lawyers, qualified to practice law in Panama, Republic of Panama, having examined all the documents of the Corporation BIOTECH FOCUS S.A. ("The Corporation"), hereby confirm the following: 1. The Corporation is a Panamanian Company incorporated by means of Public Deed 11,785 of 30th November, 1989, Notary 5th and duly registered at Microjacket 228850, Reel 27689, Frame 0085 on December 7, 1989. 2. The Corporation is in good standing and validly existing under the laws of the Republic of Panama. 3. The total number of shares that may be issued by the Corporation is Five Hundred (500) to the bearer all of which shall be without nominal value. 4. The present members of The Corporation's Board of Directors/Officers are the following: Luis Alberto Hincapie - Director/President Adelina M. de Estribi - Director/Secretary Aida May Biggs - Director/Treasurer 5. The joint signatures of any two (2) Directors/Officers in respect of any act, transaction or business of the corporation shall be binding on the same. 6. By means of Public Deed #10,703 of 12th November, 1993, Notary 4th. The Corporation granted a Power of Attorney in favour of Dr. Ernst Muller-Mohl, Swiss, with Passport No. 7836977, with domicile in Schloss Gachnang, 8547 Gachnang, Switzerland to act on behalf of the Corporation individually and with full powers. 7. By means of Public Deed #10,704 of 12th November, 1993, Notary 4th. The Corporation granted a Power of Attorney in favour of Lawyer Daniel Schlatter, Swiss, with Passport No. 6780510, with domicile in Zilanderweg, 10, 8702 Zollikon to act on behalf of the Corporation individually and with full powers. As members of the bar of the Republic of Panama, we express no opinion with respect to the laws of any other jurisdictions. Panama, 24th November, 1993. Morgan & Morgan Mirie de la Guardian EX-99.D 5 POWER OF ATTORNEY 1 Exhibit 99.D MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION BIOTECH TARGET S.A. In the City of Panama, Republic of Panama, on January 21st, 1994, a Meeting of the Board of Directors of BIOTECH TARGET S.A., was held in the principal offices of said corporation at 53rd Street Urbanizacion Obarrio Torre Swiss Bank, 16th Floor, Panama, Republic of Panama, wherein a quorum was at all time present and active. All of the Directors of the corporation, PABLO JAVIER ESPINO, AIDA MAY BIGGS and ADELINA M. DE ESTRIBI, were present at the Meeting, therefore the notice of the meeting was waived. The President of the Corporation PABLO JAVIER ESPINO presided the Meeting, and the Secretary of the Corporation ADELINA M. DE ESTRIBI served as Secretary. The President then called the meeting to order and explained its objects: to grant power of attorney to a person chosen by the Board of Directors to act on behalf of the corporation with such authority as the Board may approve, there upon, after an exchange of views on motion duly made and seconded the following resolutions were unanimously approved: RESOLVED: That be and hereby is granted a Power of Attorney as full as it may be legally necessary in favor of DANIEL SCHLATTER, Swiss, lawyer, with Passport No. 6780510, born on March 6th, 1960, with domiciled in Zilanderweg 10, 8702 Zollikon, Switzerland, to act on behalf of the Corporation individually, with full powers, which for purposes of enunciation and not in order to limit this Power of Attorney, are detailed as follows: to purchase, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or immovable, corporeal or incorporeal, property of the corporation; to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and to close any kind of banking account, to draw from accounts and the banking deposits of the corporation, be they checking accounts, time deposits or against overdraft or any other kind of deposits, be it in the Republic of Panama or abroad. To issue notes, sign, bills of exchanges as a drawer, acceptor, endorser or guarantor; accept obligations, be they of a commercial or civil nature; to represent the corporation and in matters of disposition administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures; to buy stock or shares of any kind in other companies; to take part in Assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies, to become the legal representative of the company, as plaintiff, defendant, third party or in any other form, in front of any office of the Republic of Panama or abroad, be they judicial, administrative, concerning labor, or of any other nature, to substitute this power in whole or partially and to revoke the substitutions, to subscribe documents wherein the corporation may be involved; as debtor or creditor; to make agreements using arbitrators or any other type of arrangement whatsoever and to complete any act or to enter into any contract that it be 2 - 2 - considered beneficial to the interests of the company BIOTECH TARGET S.A., because it is the intention of this Power of Attorney that it be exercised without any limitations whatsoever. It is hereby expressed that this Power of Attorney can be exercised inside the territory of the Republic of Panama or in any other country. It was also resolved to give authority to the law firm MORGAN Y MORGAN to protocolize a copy of the minutes of this meeting of the Board of Directors. Having nothing else to discuss, the meeting was adjourned. (sgd.) Pablo J. Espino - President --- Adelina M. de Estribi - Secretary. Concuerda con su original esta copia que expido, firmo y sello en la Ciudad de Panama, Repcblica de Panama, a los veinticn (21) dias del mes de enero de mil novecientos noventa y cuatro (1994). EX-99.E 6 POWER OF ATTORNEY 1 Exhibit 99.E BB BIOTECH AG Photo Copy Certified at the Official Public Register of Commercial Firms in Schaffhausen, April 13, 1994. Shareholders - Executives - Administrators - Persons Authorized to Sign: Name (First, Last): Dr. Ernst Thomke Native Place (or State): Biel BE Place of Authority: Baden Capacity: President of the Management Board Signatures Required: Two Name (First, Last): Dr. Victor Bischoff Native Place: Scuol Place of Authority: Basel Capacity: Vice President of the Management Board Signatures Required: Two Name (First, Last): Dr. David Baltimore Native Place: Citizen of the United States Place of Authority: New York Capacity: Member of the Management Board Signatures Required: Two Revisuisse Price-Waterhouse: Auditor/Inspector Name (First, Last): Dr. Ernst Mueller-Moehl Native Place: Gachnang Place of Authority: Gachnang Capacity: -- Signatures Required: Two Name (First, Last): Martin Bisang Native Place: Basel Place of Authority: Binningen Capacity: -- Signatures Required: Two Name (First, Last): Daniel Schlatter Native Place: Zuerich Place of Authority: Zollikon Capacity: -- Signatures Required: Two EX-99.F 7 JOINT FILING AGREEMENT 1 Exhibit 99.F JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of the undersigned. Date: June 2, 1994 BB BIOTECH AG By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel By: /S/ Ernst Mueller-Moehl ----------------------------- Name: Dr. Ernst Mueller-Moehl BIOTECH INVEST S.A. By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel BIOTECH FOCUS S.A. By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel BIOTECH TARGET S.A. By: /S/ Daniel Schlatter ----------------------------- Name: Daniel Schlatter Title: Counsel
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