-----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, FgZQxcFBlfSAIJaBZ6qFNwdySlesvxis5VCNge7UOy6qANZXTjzUizoazusVVBPE 69uBxSyOo2un9AXY1SyeLQ== 0000950130-99-005400.txt : 19990924 0000950130-99-005400.hdr.sgml : 19990924 ACCESSION NUMBER: 0000950130-99-005400 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990920 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIATIDE INC CENTRAL INDEX KEY: 0001011888 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 043078258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28434 FILM NUMBER: 99715876 BUSINESS ADDRESS: STREET 1: 9 DELTA DR CITY: LONDONDERRY STATE: NH ZIP: 03053 BUSINESS PHONE: 6034378970 MAIL ADDRESS: STREET 1: 9 DELTA DR CITY: LONDONDERRY STATE: NH ZIP: 03053 8-K 1 CURRENT REPORT 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): September 20, 1999 ------------------- Diatide, Inc. -------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware -------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-28434 04-3078258 - ------------------------ --------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) Nine Delta Drive Londonderry, New Hampshire 03053 - ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (603) 437-8970 -------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On September 20, 1999, Diatide, Inc. (the "Company") and Schering Berlin Inc., a wholly owned subsidiary of Schering AG, Germany, announced that Schering Berlin Inc. and its wholly owned subsidiary BXA Acquisition Company have entered into an agreement to acquire the Company pursuant to a tender offer for all of the outstanding shares of Common Stock of the Company for a cash payment of $9.50 per share and the subsequent merger of BXA Acquisition Company into the Company. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. -------- See Exhibit Index attached hereto. -2- 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. Date: September 23, 1999 DIATIDE, INC. By: /s/ Richard T. Dean ------------------------------------- Richard T. Dean President and Chief Executive Officer -3- EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release dated September 20, 1999. EX-99.1 2 PRESS RELEASE DATED 09/02/1999 Exhibit 99.1 ------------ Company Press Release Schering Berlin Inc. Announces Tender Offer for Diatide, Inc. MONTVILLE, N.J. and LONDONDERRY, N.H.--(BUSINESS WIRE)--Sept. 20, 1999-- Schering Berlin Inc., a wholly-owned subsidiary of Schering AG, Germany (DAX: SCHG) and Diatide Inc. (NASDAQ: DITI - news) jointly announced today that Schering Berlin Inc. and its wholly-owned subsidiary BXA Acquisition Company, have entered into an agreement to acquire Diatide for a cash payment of $9.50 per share of common stock. The agreement provides for a tender offer for all of the outstanding shares of common stock of Diatide to be initiated shortly and for a subsequent merger of BXA into Diatide. "This acquisition is a key component of our global strategy to widen our business focus to include radiopharmaceuticals which not only have excellent market potential but also complement our business interests in Diagnostic Imaging and Therapeutics," said Dr. Hubertus Erlen, Chairman-Scherling Berlin Inc. "We're convinced that the combination of Diatide's product portfolio, R&D pipeline, and expertise in developing radiopharmaceuticals along with the long- standing scientific expertise of Schering AG, Germany in Diagnostics and Therapeutics will make a strong contribution to our goal of becoming a leading global provider of innovative radiopharmaceuticals. By investing in Diatide, we expect to develop new technologies in this area more quickly than if we expanded our own internal capabilities." Diatide, a New Hampshire-based pharmaceutical company, applies its proprietary technologies in peptide engineering, molecular biology, and radiolabeling chemistry to the development of disease-specific diagnostic agents and therapeutics for life-threatening diseases. The company's current pipeline includes novel imaging products and tumor and vascular therapeutics. Diatide launched its first product, AcuTect(tm), in 1998 for imaging for acute deep vein thrombosis in the lower extremities. The Food and Drug Administration (FDA) approved Diatide' second product, NeoTect(tm), for imaging of lung cancer on August 3, 1999. Diatide is exploring a line of therapeutics, primarily for cancer treatment, called Theratides. These consist of targeting peptides that are similar to those used in Diatide's imaging products; however, Theratides are labeled with a therapeutic beta-emitting radioisotope. Dr. Richard T. Dean, Diatide President and CEO said, "With its global resources and extensive experience in diagnostics and therapeutics, the Schering AG, Germany organization is well positioned to take Diatide's technology to the next level of development. Through this merger, we believe that Diatide is gaining the resources and commercialization capabilities that will facilitate the successful development and positioning of our products. Our Board of Directors has determined that the tender offer and subsequent merger are in the best interest of our stockholders." Scherling Berlin Inc., is the U.S. management holding company for Schering AG, Germany. In addition to BXA, Schering Berlin Inc. has five research-driven subsidiaries: Berlex Laboratories, Inc. (pharmaceuticals in the areas of Diagnostic Imaging, Female Healthcare, and Therapeutics for life-threatening and chronic, disabling diseases), Medrad Inc. (magnetic resonance injection systems and vascular injection systems), AgrEvo USA Company (crop production and crop protection), Berlichem Inc. (pharmaceutical chemicals), and Scherling Berlin Venture Corporation (equity investments in leading-edge technologies). Schering Berlin Inc. is located in Montville, New Jersey. Warburg Dillon Read acted as financial advisor to Schering Berlin Inc., and CIBC World Markets Corp. acted as financial advisor to Diatide ______________________________ Contact: Wendy K. Neininger 973-276-2043 -----END PRIVACY-ENHANCED MESSAGE-----