French Firm Vows to Win Battle for Robins

Sanofi S.A. officials said Thursday that they were willing to boost the value of their company’s offer to merge with A. H. Robins Co. if necessary to beat out other suitors for the pharmaceutical giant.

Separately, the committee representing Robins’ shareholders in the company’s Chapter 11 bankruptcy reorganization indicated that it was continuing negotiations with all three suitors and hoped to endorse a plan on Friday.

Approval of a reorganization plan by the committee, which has criticized the Sanofi proposal as inadequate for shareholders, is a key factor in gaining bankruptcy court approval of any plan.

Robins last week approved a reorganization plan in which Sanofi, France’s second-largest pharmaceutical concern, would acquire 58% of the Richmond, Va.-based company over five years for $600 million in debt and convertible preferred stock. Sanofi also would control half of Robins’ board.

Third Robins Plan

Sanofi also has arranged to meet the federal bankruptcy court’s requirement that it set up a $2.475-billion trust to compensate the roughly 200,000 damage claims against Robins stemming from the Dalkon Shield birth control device it marketed in the 1970s.

The proposal was outlined in the massive revision of Robins’ reorganization plan filed late Wednesday, the third such plan since Robins sought protection from creditors in August, 1985, due to the mounting Dalkon Shield claims.

Robins’ previous reorganization proposal was based on a buyout plan from Rorer Group Inc., the Fort Washington, Pa., pharmaceutical company. Robins also has received a buyout offer from American Home Products Corp., of New York.

Robins and Sanofi officials on Thursday told a news conference the Sanofi plan would compensate Dalkon Shield claimants more quickly than the competing plans, while offering greater long-term value to shareholders through the combination of Robins’ strengths in U.S. marketing and consumer products with Sanofi’s greater research capabilities and international presence.

Shareholders View

However, Robert Miller, the lead attorney for the shareholders’ committee, disputed Robins’ contention that the immediate value of the Sanofi offer equalled the $25-per-share estimate for the Rorer and American Home plans.

“We don’t believe the Sanofi deal is worth anything close in the near term to what the company believes it is worth,” he said.

Miller said the committee was holding round-the-clock negotiations with all three suitors, and the other two were considering or had already enhanced their proposals. He declined to elaborate, citing agreements with the suitors, but said Sanofi would have to enhance short-term shareholder value “to a great extent” for its plan to be acceptable to the committee.

Jean-Francois Dehecq, Sanofi’s chief operating officer, said Sanofi had not made any new proposals in response to the shareholders’ committee complaints, but was prepared to top any other suitors.

“We are here to fight for Robins and to win,” he said. “So if there are other proposals, we will look” at them.

E. Claiborne Robins Jr., the company’s president and chief executive, said that under Chapter 11 Robins was bound to consider any other merger or buyout offers, but had not received “in writing” any beyond those already disclosed.

In other matters, Dehecq also said Sanofi did not plan to move Robins’ headquarters operations from Richmond, Va., or to sell its profitable over-the-counter drug business.

He said Sanofi’s strategy to was establish a U.S. presence that it did not already have and to strengthen its relatively weak over-the-counter drug lines, and it needed all of Robins present operations to do so.