Fisons accuses Rhone of having privileged data
Tuesday 05 September 1995
Fisons yesterday accused Rhone-Poulenc Rorer of having access to information about the British group not available to shareholders before launching its pounds 1.7bn takeover bid. It also revealed that merger discussions with other companies were "quite advanced".
In a letter to shareholders, Paddy Linaker, Fisons's chairman, accused RPR, the French-controlled drugs group, of hiding the fact that as a result of commercial collaboration agreements it "has enjoyed privileged access to extensive information about Fisons' technology, particularly relating to its respiratory drug delivery systems and international sales and marketing capability." As a result, the French company "already had an insight into the true value of Fisons", he claimed.
The accusation drew an angry response from RPR yesterday. Michel de Rosen, president and chief executive, rejected as "shocking and false" what he claimed was an insinuation that they had abused privileged information. "This emphasises Fisons' desperation and frustration at its inability to address the fundamental issues", he said, adding that RPR continued to believe that its offer of 240p a share fully valued the business.
In an attempt to clarify the situation last night, Stuart Wallis, Fisons's chief executive, stressed that there had never been any inference that RPR had abused the information, gained as a result of marketing agreements between the two companies dating back to February 1993.
However, he said Fisons was seeking confirmation from the bidder that the information had not been abused. He claimed that RPR's bid price was too low, and he believed it was unlikely to succeed. "There is a lot of extra value in Fisons and unless RPR or someone else is prepared to pay for it, I don't see the need for a white knight".
However, he revealed that the company had reached "quite advanced discussions" with other drug companies about the possibility of a merger. Possible partners might be similar to the British group Medeva, which failed to agree terms with Fisons earlier this year, but Mr Wallis stressed that they would not do a deal "just to frustrate RPR."
The defence document revealed that Mr Wallis's pay rose from pounds 280,000 to pounds 315,000 in July, with the opportunity to earn a bonus worth 50 per cent more.
As expected, Fisons' defence concentrated on the drug delivery systems now under development, whose value, Mr Wallis said, was largely unrecognised.
The group revealed that it would be filing a licence application for its state-of-the-art Ultrahaler dry powder inhaler device in mid-1997 in both Europe and the US for use with Salbutamol, a generic anti-asthma drug.
If approved, the Ultrahaler would go on the market later that year for the first time and could open up new applications for steroid and bronchodilatory forms of anti-asthma drugs not currently in the company's portfolio. The 11 per cent of the pounds 6bn market currently available to it would rise to 88 per cent as a result, the company claimed.
The market pushed Fisons's shares up just a penny to 257p yesterday.
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