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Rhone-Poulenc Makes Hostile Bid for Fisons : Pharmaceuticals: Offer of $2.6 billion is rejected as too low. French firm vows to keep trying.

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From Reuters

Rhone-Poulenc Rorer Inc., the big French-owned drug producer, offered $2.61 billion on Friday to buy Fisons, but the troubled British drug manufacturer rejected the takeover bid as too low.

The offer is the latest in an industry that has seen a number of big mergers this year, including a $14.3-billion deal in March that formed Glaxo-Wellcome, now the world’s biggest drug manufacturer.

Rhone-Poulenc Rorer said it had had several meetings with Fisons and had hoped to persuade the company to accept its bid.

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“The bid from RPR is not welcome, and the price offered will not command the board’s support,” Fisons Chief Executive Stuart Wallis said in a statement.

Fisons stock soared in London and in the United States to levels well above Rhone-Poulenc Rorer’s bid price, a clear sign investors expect a higher offer to emerge.

Rhone-Poulenc Rorer is offering $3.68 in cash for each Fisons share. Fisons’ stock, which closed at $2.96 on Thursday, surged to close at $4.06 on Friday in London.

In the United States, Rhone-Poulenc Rorer shares fell $1.25 to $42.125 on the New York Stock Exchange; Fisons soared $5 to $16.75 on Nasdaq.

Industry analysts said another drug maker may step forward or that Rhone-Poulenc Rorer may be forced to raise its bid.

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Fisons, which was a high-flying chemical and fertilizer company in the late 1980s, was itself involved in merger talks this year with another British drug maker, Medeva. Fisons said those talks ended July 11 with no deal. That left it a medium-sized player in an industry in which larger companies are gobbling up smaller prey, analysts said.

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In the past several years, Fisons has moved away from expensive research and development and toward marketing of drugs, selling most of its research operations but retaining development of key asthma treatments.

It is also selling its instruments unit to Thermo Instrument Systems Inc., a Waltham, Mass.-based maker of measurement devices, for about $315 million, a deal that has been delayed by regulators in the United States.

Rhone-Poulenc Rorer said it will press on with its Fisons bid.

“We’re completely determined to successfully complete this operation,” said Gilles Brisson, Rhone-Poulenc Rorer senior vice president.

“What we hope is to be able to convince the [Fisons] board in the end that it is the best course for the company,” Igor Landau, managing director of Rhone-Poulenc Rorer parent company, France’s Rhone-Poulenc, said in a telephone interview.

A combined company would become the world’s fourth-biggest maker of asthma and allergy drugs, Rhone-Poulenc Rorer said.

Britain’s Glaxo is the biggest, with more than 20% of the $9.3-billion-a-year market. Schering-Plough Corp. is next, with about 14%; Sweden’s Astra has 8%, and Rhone-Poulenc Rorer with Fisons would have 7%.

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Rhone-Poulenc Rorer was created in 1990 by the merger of most of the pharmaceutical activities of Rhone-Poulenc, a chemical producer, with Rorer of the United States. Rhone-Poulenc owns 68% of RPR; the rest is held by private shareholders.

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RPR makes Azmacort for asthma; Dilacor, a heart medicine, and Maalox antacid, among other products. It had sales of about $4.5 billion last year, and a profit of $351 million.

Fisons, which makes asthma and allergy drugs and has an innovative delivery inhaler, earned $82.9 million last year on sales of $1.9 billion. About 70% of its drug sales of $730 million came from asthma and allergy products.

“The acquisition of Fisons would provide RPR with a strong global position for the further development of its asthma-allergy business” RPR Chief Executive Michel de Rosen said.

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