voted on Wednesday to approve a takeover by
in what was an anticlimax to a seven-month duel over an acceptable buyout price.
Novartis, which owns 44% of Chiron, initially offered $40 a share for the remaining stock, but Chiron's board rejected the bid as too low. Novartis later offered $45 a share. The board liked that price, but several shareholders complained and threatened to vote against the takeover.
Earlier this month,
Novartis raised the bid to $48 and secured approval from the biggest dissidents.
Just to be safe, Novartis also changed the voting rules. Originally, the takeover had to be approved by a majority of Chiron shares not owned by Novartis. With the new rules, Novartis simply needed a majority of the total shares to acquire the Emeryville, Calif., maker of vaccines, drugs and blood-testing products.
Chiron said more than 85% of the shares were voted in favor of the deal, which will take effect Thursday and will cost Novartis about $5.4 billion.
"With the close of this transaction, Novartis will gain access to attractive strategic growth platforms in the dynamic vaccines market and the rapidly expanding diagnostics business," said Daniel Vasella, chairman and CEO of Novartis. "Chiron will add to our pharmaceuticals pipeline, especially in our oncology franchise."
Novartis will create a new division consisting of vaccines and diagnostic products, while Chiron's pharmaceuticals and drug research will be incorporated into the parent company's drug business.