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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 14A |
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Proxy
Statement Pursuant to Section 14(a) of |
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Filed by the Registrant ý |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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CHIRON CORPORATION |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(1) |
Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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Chiron Corporation |
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4560 Horton Street |
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Emeryville, California 94608-2916 |
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510.655.8730 Fax 510.655.9910 |
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News Release |
For Immediate Release
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Contacts: |
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Chiron Corporate Communications & |
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Investor Relations |
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Media: |
(510) 923-6500 |
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Investors: |
(510) 923-2300 |
CHIRON STATEMENT ON RECOMMENDATIONS BY PROXY ADVISORY SERVICES
EMERYVILLE, Calif., March 30, 2006 — Chiron Corporation (NASDAQ: CHIR) today noted that two proxy advisory services have reached opposite conclusions regarding their voting recommendations to Chiron shareholders in connection with the proposed acquisition of Chiron by Novartis AG (NYSE: NVS). A special meeting of Chiron shareholders will be held on April 12, 2006, to vote on the acquisition.
Proxy Governance, an independent proxy advisory firm, has recommended that Chiron shareholders vote in favor of the acquisition, while Institutional Shareholder Services, another independent proxy advisory firm, has recommended voting against the acquisition.
Chiron’s independent directors unanimously recommend that Chiron shareholders vote for the Novartis acquisition. They believe it delivers full and fair value for the Company and is a better alternative for Chiron’s public shareholders than if Chiron were to remain a standalone entity.
About Chiron
Chiron delivers innovative and valuable products to protect human health by advancing pioneering science across the landscape of biotechnology. The company works to deliver on the limitless promise of science and make a positive difference in people’s lives. For more information about Chiron, please visit www.chiron.com.
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