Chiron ( CHIR) said Tuesday that it expects to seek shareholder approval in March of a proposed takeover by Novartis ( NVS), the Swiss drug colossus that already owns 44% of its shares. Howard Pien, Chiron's CEO, told investors and analysts that his company must get approval for its merger proxy from the Securities and Exchange Commission before it can set a voting date. Only non-Novartis shareholders can vote. The Emeryville, Calif., company also needs approval by European Union antitrust regulators. The Federal Trade Commission has already cleared the transaction. Pien, who declined to answer questions about the Novartis bid, repeated previous comments that he expects the deal to be completed during the first half of this year. This sliver of updated merger news accompanied Chiron's issuance of fourth-quarter and full-year financial results that beat the comparable periods in 2004. Chiron didn't provide financial guidance for 2006. Novartis has offered to buy the rest of Chiron that it doesn't own for $45 a share, or $5.1 billion. But the Novartis bid is
facing opposition from a significant minority of investors. Four investment management firms owning 17.5% of the total number of Chiron shares, and 30% of shares eligible to vote, say the Novartis offer is too low. Novartis has said it won't raise its bid above $45. The company initially offered $40 a share, but Chiron's board rejected the bid as inadequate. During the last few days, Chiron has traded slightly above $45 a share. It closed Tuesday at $45.61, up 61 cents, or 1.4%. After hours, the stock added another 15 cents. For the three months ended Dec. 31, Chiron earned $144.2 million, or 71 cents a share, when calculated by generally accepted accounting principles. During the same period in 2004, it recorded a GAAP loss of $23.1 million, or 12 cents a share. Fourth-quarter revenue was $615.7 million vs. $434.4 million the prior year.