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Medeva PLC (MDV)

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Thursday 11 November, 1999

Medeva PLC

Proposed Merger with Celltech Chiroscience- Part 1

Medeva PLC
11 November 1999

Part 1
         Not for release, publication or distribution in or into Canada, 
                              Australia or Japan.

For immediate release                                         11 November 1999

                              Proposed Merger of
                          Celltech Chiroscience plc
                                      and
                                  Medeva PLC

The Boards of Celltech Chiroscience plc and Medeva PLC announce that they have
today reached agreement on the terms of a proposed merger of the two
companies.

The Merger will create a substantial, internationally competitive integrated 
biopharmaceutical group in which Celltech Chiroscience's outstanding discovery
and development portfolio will be combined with the development pipeline and
international marketing infrastructure of Medeva.  The Enlarged Group will
have a strong financial profile and possess excellent future growth potential,
arising from its innovative product pipeline.

The Enlarged Group will be called Celltech Group plc and will consist of two 
principal businesses:

Celltech Chiroscience  -   the research and development operations
Celltech Medeva        -   the marketing, sales and manufacturing operations


Summary of the terms of the Merger

- Medeva Shareholders will receive 34 New Celltech Chiroscience Shares for    
  every 100 Medeva Shares.  Celltech Chiroscience Shareholders will retain    
  their shares in Celltech Chiroscience.  

- The Merger terms value each Medeva Share at 165 pence and the entire issued 
  share capital of Medeva at approximately £563 million*.  (*Based on the     
  Closing Price of Celltech Chiroscience Shares of 485 pence on 10 November   
  1999, the latest business day immediately prior to this announcement.)

- The Enlarged Group has a pro forma market capitalisation of some £1.3       
  billion.
 
- The Merger terms represent a premium of 16 per cent. over the Closing Price 
  of 142.5 pence per Medeva Share on 21 October 1999, the day immediately     
  prior to Medeva's announcement that it was in merger talks.
 
- On completion of the Merger, Celltech Chiroscience Shareholders will hold   
  approximately 56 per cent. and Medeva Shareholders approximately 44 per     
  cent. of the issued ordinary share capital of the Enlarged Group.

- The Merger, which is to be effected by a scheme of arrangement in relation  
  to Medeva, is conditional, inter alia, on the approval of both sets of      
  shareholders and the Court.  The Merger is expected to become effective in  
  January 2000.


Benefits of combining Celltech Chiroscience and Medeva

The following major opportunities to create value arise from combining the two
companies:

- The Enlarged Group will be able to commercialise on its own a number of key 
  products from Celltech Chiroscience's development pipeline, which possess   
  substantial market potential and for which no partnering arrangement is in  
  place, including CDP 571 for Crohn's disease, CDP 870 for rheumatoid        
  arthritis, and others.  The Enlarged Group will therefore be able to retain 
  the revenues arising from these products.  Under a typical out-licensing    
  arrangement, the pharmaceutical partner could expect to retain over 60 per  
  cent. of the gross profit generated by the product.

- The Merger will combine the two groups' product and development pipelines, 
  creating a diversified portfolio with an improved risk and reward profile.  
  Resources will be refocused upon the most competitive and attractive        
  products within the combined pipeline, the value of which will itself be    
  enhanced by the strength of the Enlarged Group's development expertise. 

- There is significant potential to rationalise and re-engineer the operations
  of the Enlarged Group.  Following completion of the Merger, the Enlarged    
  Group's business will be thoroughly reviewed and it is expected that        
  important cost reductions will be realised in a number of areas.  These     
  include significant savings arising from creating a unified development     
  organisation, eliminating duplication within the combined infrastructure and
  divesting non-core parts of the existing businesses.


Management

John Jackson will remain as Chairman and John Baker, currently Chairman of 
Medeva, will become a Deputy Chairman of the Enlarged Group.  Dr Peter Fellner
will remain as Group Chief Executive Officer, Peter Allen as Group Chief
Financial Officer, Dr Bob Jackson as Research and Development Director and Dr
Melanie Lee as Director of Discovery.  They will be joined as executive
directors by Garry Watts and John Ferguson, currently Medeva's Finance
Director and European Director, who will become Chief Executive Officer of
Celltech Medeva and European Director of Celltech Medeva respectively. 

Dr Bill Bogie, currently Chief Executive of Medeva, is to become a
non-executive director of, and will act for two years as a consultant to, the
Enlarged Group. 

Commenting on the Merger, John Jackson, Chairman of Celltech Chiroscience,
said:
'This combination will transform Celltech Chiroscience from a drug discovery
company into an integrated pharmaceutical group with exciting prospects.'

Commenting on the Merger, John Baker, Chairman of Medeva, said:
'This merger  represents a highly attractive way forward for Medeva and its
shareholders.  It is the genesis of a strong and effective new group providing
significant opportunities to build value for all concerned.'

Commenting on the Merger, Dr Peter Fellner, who is to be Chief Executive of
the Enlarged Group, said:
'Combining Celltech Chiroscience's outstanding drug discovery and development 
skills, and strong R&D pipeline, with Medeva's extensive sales and marketing 
capability, will add significant value for shareholders.  Furthermore,
cashflows from in-market products and increasing patent royalties will sustain
high levels of R&D investment for future growth.'

Celltech Chiroscience was advised by Robert Fleming & Co. Limited and Medeva 
was advised by Lazard.

THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE FULL TEXT OF THE FOLLOWING
ANNOUNCEMENT ABOUT THE MERGER.

There will be a briefing for analysts at 9.15 a.m. (for 9.30 a.m.) today, 11 
November 1999, at Robert Fleming & Co. Limited, 25 Copthall Avenue, London 
EC2.

Enquiries:

Celltech Chiroscience                         Medeva
John Jackson, Chairman                        John Baker, Chairman
Dr Peter Fellner, Chief Executive Officer     Dr Bill Bogie, Chief Executive
Peter Allen, Chief Financial Officer          Garry Watts, Finance Director
Tel: 01753 534 655                            Tel: 01372 364 000
       
Flemings                                      Lazard
Bernard Taylor                                Christopher Fisher
David Fletcher                                Tel: 0171 588 2721
Dr. Guy Wood-Gush       
Tel: 0171 638 5858       
       
Cazenove & Co.                                Merrill Lynch
Julian Cazalet                                Stephen Robinson
Tony Brampton                                 Mark Preston
Tel: 0171 588 2828                            Tel: 0171 772 1000
       
Brunswick                                     Brunswick
Jon Coles                                     Patrick Handley
Katherine Sharkey                             Tel: 0171 404 5959
Tel: 0171 404 5959       

                                              Taylor Rafferty Associates, Inc.
                                              Jim Prout
                                              Andrew Saunders
                                              Tel: + 1 212 889 4350



Flemings, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Celltech Chiroscience and no one else in connection
with the Merger and will not be responsible to anyone other than Celltech
Chiroscience for providing the protections afforded to customers of Flemings,
nor for providing advice in relation to the Merger.

Lazard, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Medeva and no one else in connection with the Merger
and will not be responsible to anyone other than Medeva for providing the
protections afforded to customers of Lazard, nor for providing advice in 
relation to the Merger.

This announcement does not constitute an offer or an invitation to purchase
any securities and this announcement does not evidence or record a legally
binding agreement between Celltech Chiroscience and Medeva.

Neither the New Celltech Chiroscience Shares nor any other securities proposed
to be issued in connection with the Merger will be registered under the
Securities Act or under the securities laws of any state of the United States
and may not be offered or sold in the United States absent registration under
the Securities Act or an exemption from registration.  This announcement is
not an offer of any such securities for sale in the United States or
elsewhere.

Appendix III contains the definitions of terms used in this announcement.

In order to utilise the 'Safe Harbour' provision of the United States Private
Securities Litigation Reform Act of 1995, Celltech Chiroscience and Medeva are
providing the following cautionary statement.  This document contains certain
statements that are or may be forward-looking.  These statements typically
contain words such as 'intends', 'expects', 'anticipates', 'estimates' and 
words of similar import. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future.  There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements.  These factors include, but are
not limited to, factors identified elsewhere in this document as well as:
pricing and product initiatives of the Enlarged Group's competitors including
the introduction of branded competition or generic substitution for products;
legislative and regulatory changes relating to pharmaceutical products
including the pricing of such products and procedure required for their
development and testing; unanticipated difficulties in the design or
implementation of clinical trials, studies and investigations; results from
clinical trials, studies and investigations that are inconsistent with
previous results and Celltech Chiroscience's and Medeva's expectations;
failure to obtain and maintain required approvals for products from
governmental authorities including the FDA; the failure of demand to develop
as anticipated; unavailability of raw materials or other interruptions in
production or product distribution, including those due to year 2000 computer
problems both internal and external; unexpected difficulties in the upgrade of
production facilities and the scale-up of production to viable commercial
levels; unexpected costs or difficulties in integrating the business and
operations of Celltech Chiroscience and Medeva; general changes in public
health and approaches to healthcare and the treatment of disease; loss of or
inability to obtain patent or trademark protection for certain products;
inability of the Enlarged Group to market existing and new products
effectively; the failure of Celltech Chiroscience's and Medeva's development,
manufacturing and marketing partners to perform their contractual obligations;
the risk of substantial product liability claims; the levels of marketing and
promotional expenditure by Celltech Chiroscience and Medeva and their
competitors; raw materials and employee costs; future exchange and interest
rates; and changes in tax rates.  Celltech Chiroscience and Medeva disclaim
any obligation to update these forward-looking statements.


       Not for release, publication or distribution in or into Canada, 
                               Australia or Japan.

For immediate release                                         11 November 1999

                               Proposed Merger of
                           Celltech Chiroscience plc
                                       and
                                   Medeva PLC

1. Introduction

The Boards of Celltech Chiroscience plc and Medeva PLC announce that they have
today reached agreement on the terms of a proposed merger of the two
companies.  

Earlier this year Celltech merged with Chiroscience to create one of the
largest companies in the European biopharmaceutical sector, possessing
outstanding drug discovery capabilities and a broad, highly innovative product
pipeline. 

The Merger with Medeva will create a substantial, internationally competitive
integrated biopharmaceutical group, with a pro forma market capitalisation of
some £1.3 billion, in which Celltech Chiroscience's outstanding discovery and
development portfolio will be combined with the development pipeline and
international marketing infrastructure of Medeva.  The Enlarged Group will
have a strong financial profile and possess excellent future growth potential,
arising from its innovative product pipeline.

The Enlarged Group will be called Celltech Group plc and will consist of two 
principal businesses:

- Celltech Chiroscience  -  the research and development operations

- Celltech Medeva        -  the marketing, sales and manufacturing operations
 

2. Summary of the terms of the Merger

The Merger of Celltech Chiroscience and Medeva will be implemented by a scheme
of arrangement.

Under the terms of the Merger, Medeva Shareholders will receive:

for every 100 Medeva Shares              34 New Celltech Chiroscience Shares

The Merger will include the Medeva Shares underlying the Medeva ADRs. Celltech
Chiroscience Shareholders will retain their shares in Celltech Chiroscience.  

The Merger terms value each Medeva Share at 165 pence and the entire issued
share capital of Medeva at approximately £563 million, based upon Celltech
Chiroscience's share price of 485 pence and market capitalisation of
approximately £723 million**.  (**Based on the Closing Price of Celltech
Chiroscience Shares on 10 November 1999, the latest business day immediately
prior to this announcement.)


The Merger terms represent a premium of 16 per cent. over the Closing Price of
142.5 pence per Medeva Share on 21 October 1999, the day immediately prior to
Medeva's announcement that it was in merger talks.

On completion of the Merger, Celltech Chiroscience Shareholders will hold 
approximately 56 per cent. and Medeva Shareholders approximately 44 per cent.
of the issued ordinary share capital of the Enlarged Group.


3. Background to and reasons for the Merger

Background for Celltech Chiroscience

In June this year, Celltech announced the merger with Chiroscience which
established one of the strongest and most innovative new product portfolios in
the European biopharmaceutical sector, including a range of potentially
first-in-class products.  Benefits of the merger included the creation of a
competitive research and development capability, providing critical mass and
valuable synergies in several technologies, as well as generating appreciable
cost savings.  The group's strong financial position was further enhanced by
the subsequent sale of its 70 per cent. holding in ChiroTech for £59 million. 
As a result of the group's financial position and in the light of its strong
pipeline, particularly its unpartnered products such as CDP 571, a treatment
for Crohn's disease, and CDP 870, its novel treatment for rheumatoid arthritis
currently in Phase II studies, Celltech Chiroscience has been reappraising its
strategy for the future commercialisation of its development compounds with a
view to optimising the returns for its shareholders.

Background for Medeva

Since its acquisition of the Rochester Business in 1996, with its associated
production facilities and product portfolio, Medeva has integrated a number of
earlier US acquisitions into a strong and successful North American business. 
Over the same period, Medeva has been investing in the development of its lead
pipeline compound, Hepagene, and has been successful in forming partnerships
to develop a range of other pipeline products.  It has also continued to
develop its European business and this summer announced plans to streamline
its UK operation.  Medeva has recently experienced a reduction in the level of
its profitability as a result of the long anticipated fall in sales of
methylphenidate, historically Medeva's principal profit generator.

Against this background of a profitable and cash generative core business, a
strong marketing capacity and infrastructure and a promising development
pipeline, Medeva has been actively considering ways to enhance shareholder
value, particularly by leveraging its resources more effectively with a
complementary partner.  

Reasons for the Merger

The key synergy generated by the Merger arises from combining Celltech
Chiroscience's strong clinical development pipeline and outstanding research 
capabilities with Medeva's substantial international pharmaceutical business.
The Enlarged Group will be able to commercialise on its own a number of key
products from Celltech Chiroscience's development pipeline, which possess
substantial market potential and for which no partnering arrangement is in
place, including CDP 571 for Crohn's disease, CDP 870 for rheumatoid
arthritis, and others.  The Enlarged Group will therefore be able to retain
the revenues arising from these products.  Under a typical out-licensing
arrangement, the pharmaceutical partner could expect to retain over 60 per
cent. of the gross profit generated by the product.

The Merger will combine the two groups' product and development pipelines, 
creating a diversified portfolio with an improved risk and reward profile. 
Resources will be refocused upon the most competitive and attractive products
within the combined portfolio, the value of which will itself be enhanced by
the strength of the Enlarged Group's development expertise. 

There is significant potential to rationalise and re-engineer the operations
of the Enlarged Group.  Following completion of the Merger, the Enlarged
Group's business will be thoroughly reviewed and it is expected that important
cost reductions will be realised in a number of areas.  These include
significant savings arising from creating a unified development organisation,
eliminating duplication within the combined infrastructure and divesting
non-core parts of the existing businesses.  There will be a non-recurring cost
associated with the restructuring which will principally be incurred in 2000.


4. Management and employees

Following completion of the Merger, the Board of the Enlarged Group will
comprise:

Name               Position in Enlarged    Current Position
                   Group       

John Jackson       Chairman*               Chairman of Celltech Chiroscience
John Baker         Deputy Chairman*        Chairman of Medeva
Hugh Collum        Deputy Chairman*        Deputy Chairman of Celltech
                                           Chiroscience
       
Executive Directors       
Dr Peter Fellner  Group Chief Executive    Chief Executive Officer of Celltech
                                           Chiroscience
Peter Allen       Group Chief Financial    Chief Financial Officer of Celltech
                  Officer                  Chiroscience
Garry Watts       Chief Executive Officer  Finance Director of Medeva
                  of Celltech Medeva
John Ferguson     European Director of     European Director of Medeva
                  Celltech Medeva       
Dr Bob Jackson    Research & Development   Research & Development Director
                  Director                 of Celltech Chiroscience
Dr Melanie Lee    Director of Discovery    Director of Discovery of Celltech
                                           Chiroscience
       
Other Non-executive Directors       
Sir Tom Blundell  Non-executive Director   Non-executive Director of Celltech
                                           Chiroscience
Dr Bill Bogie     Non-executive Director   Chief Executive of Medeva
Professor Chris   Non-executive Director   Non-executive Director of Celltech
Edwards                                    Chiroscience
Dr Marvin Jaffe   Non-executive Director   Non-executive Director of Celltech
                                           Chiroscience
Mick Newmarch     Non-executive Director   Non-executive Director of Celltech
                                           Chiroscience
Dr Barry Price    Non-executive Director   Non-executive Director of Celltech
                                           Chiroscience
Dr Peter Read     Non-executive Director   Non-executive Director of Medeva
* non-executive

Dr Bill Bogie, currently Chief Executive of Medeva, is to become a
non-executive director of, and will act for two years as a consultant to, the
Enlarged Group.  

Dr Michael Young, Chief Scientific Officer of Medeva, and Mark Hardy,
Corporate Development and Group Legal Director of Medeva, will be resigning
from the Board of Medeva upon completion of the Merger.  Michael Young will
continue to provide services to the Enlarged Group until the expiry of his
service contract in September 2001.  Mark Hardy will continue to provide
services to the Enlarged Group for at least 12 months to assist with the
effective integration of the two companies.

As separately announced today, Christine Soden has resigned as Chief Financial
Officer of Celltech Chiroscience following the disposal of the ChiroTech
business and the substantial completion of the integration of Chiroscience
with Celltech.

Alan Dalby and David Williams will be standing down as non-executive directors
of Medeva on completion of the Merger.

The management teams of Celltech Chiroscience and Medeva will be combined in 
order to obtain the maximum benefit from the considerable skills and
capabilities of their people.

The Board of Celltech Chiroscience confirms that the existing rights,
including pension rights, of the employees of both Celltech Chiroscience and
Medeva will be safeguarded following completion of the Merger.  Appropriate
proposals will be made to participants in the Medeva Share Option Schemes.


5. New product development portfolio of the Enlarged Group

The extensive and innovative development pipeline of the Enlarged Group
comprises both first-in-class and lower risk products. Celltech Chiroscience
has partnered some of its pipeline with major pharmaceutical companies and
will receive royalties or a share of profits from future sales.  

The near-term products in the Enlarged Group's development pipeline are as
follows:

Drug                       Status                    First            First
                                                Regulatory         approval
                                                submission             date
   
Chirocaine                 Approved in US                -      launch 2000
Hepagene vaccine           European PLA submitted        -             2000
CMA 676                    NDA filed                     -             2000
CDP 571                    Phase IIb (pivotal)        2000             2001
Methylphenidate-MR         Phase III                  2000             2001
Hepagene therapy           Phase III                  2000             2001
ConXn                      Phase III                  2001             2002


The most important new products from the combined pipeline that could be
developed and marketed by the Enlarged Group, include the following:

Celltech Chiroscience

i) CDP 571 for Crohn's Disease

Promising results from two international Phase IIb studies have recently been 
obtained with this humanised anti-TNF antibody in Crohn's disease.  These 
results are summarised in a separate announcement made today.  In the US this 
product has been granted Orphan Drug status and FDA Fast Track Designation,
with reference to steroid sparing in steroid dependent patients.  Celltech
Chiroscience expects to submit applications for marketing authorisation in the
second half of 2000.  If approved, the product will be launched in 2001.

ii) CDP 870 for Rheumatoid Arthritis

This potent modified anti-TNF antibody fragment, which is manufactured by 
proprietary low cost fermentation technology, is currently being evaluated in 
an initial Phase II study in patients with active rheumatoid arthritis.  This
is nearing completion with results expected before the end of 1999.  A large 
Phase IIb dose-ranging study is being planned, which will begin in the first 
half of 2000.  Subject to its successful progress through further development,
it is expected that initial filings for marketing approval, in the US and
elsewhere, will be made in 2002/03, and that the product will be launched in
2003.  This product has demonstrated a good safety profile and favourable 
pharmacokinetics in a Phase I volunteer study.

iii) CDP 860

CDP 860 is an anti-PDGF-receptor antibody fragment, which will be evaluated as
a highly novel approach to reducing the occurrence of coronary restenosis in
patients who have undergone angioplasty.  This product is also produced by low
cost bacterial fermentation.  It has recently completed an initial Phase I
study, and will enter a proof-of-concept Phase II study in 2000.  It is
expected that it will be submitted for initial marketing approval in late 
2002/early 2003 and launched in 2003/4.


Medeva

i) Hepagene Vaccine

Hepagene is a third generation recombinant vaccine for protection against 
hepatitis B infection, which has undergone extensive clinical studies
involving over 8,000 subjects.  These studies have demonstrated that this new
vaccine is superior to current vaccines, eliciting a powerful immune response
and affording rapid protection.  Furthermore, it can protect those whom the
present vaccines have failed to protect.  A pan-European Product Licence
Application was submitted in September 1998 and is currently being reviewed
and a Canadian New Drug Submission has been submitted and accepted for review.
A US Biologics Licence Application is the subject of continuing discussions 
with the FDA.

ii) Hepagene Therapy

Separately, Hepagene is being evaluated in a Phase II study in the Pacific 
Rim and Phase III studies in Europe and Canada, for its ability to act as an 
immuno therapeutic in the treatment of chronic hepatitis B infection.  Results
from the Pacific Rim and Europe studies are expected in December 1999 and the
first half of 2000, respectively.  The product is being evaluated both in 
subjects for whom interferon or antivirals may be appropriate and in chronic 
carriers for whom none of today's treatments are ideal.  Demonstration of
value in these latter patients is expected to lead to the accelerated
submission of marketing licence applications.

iii) ConXn

ConXn (recombinant human relaxin) is being developed in conjunction with 
Connectics Corporation for the treatment of scleroderma, a disorder arising 
from excessive collagen deposition in the skin and internal organs.  An
initial Phase II study achieved significant improvement in the primary end
point, and positive trends in secondary end points.  The product has been
granted Orphan Drug status for the treatment of scleroderma and a multi-centre
Phase III study has been agreed with the FDA.  This study is currently ongoing
in the US and a US Biologics Licence Application submission is expected in
2001.  A pan-European Product Licence Application is planned for 2002. 

iv) Methylphenidate-MR

A modified release formulation of methylphenidate designed to avoid the need 
for any school-time dosing is in the final stage of development.  The pivotal 
efficacy data has been agreed with the FDA and the final study is fully
enrolled.  A New Drug Application is expected in the first half of 2000; if 
approved the product would be launched in the first half of 2001.

v) AAV-CF

A proprietary gene delivery system using the adeno associated virus to deliver
the cystic fibrosis gene to the lungs of cystic fibrosis patients is in Phase
I of development in partnership with Targeted Genetics.  A Biologics Licence 
Application is expected in the US and Europe in 2002.


Celltech Chiroscience also has two products for which regulatory filings have
been made.  These have been developed or will be marketed in conjunction with
major pharmaceutical partners who will lead the commercialisation of these
products.

i) Chirocaine

Recently approved in the US for anaesthesia and pain management, with 
launch expected in early 2000.  The product will be marketed in the US by 
Purdue Pharma, a company specialising in pain management, with Celltech 
Chiroscience receiving an equal share of the future profit.  In the rest of
the world, except Japan, it is partnered with Abbott International and
Celltech Chiroscience will receive significant royalties.

ii) CMA 676

A pioneering treatment for acute myeloid leukaemia being developed with 
American Home Products, for which a US Biologics Licence Application was 
recently submitted to the FDA.  CMA 676 is expected to have expedited 
review by the FDA and to be approved in 2000.  Celltech Chiroscience will 
receive significant royalties on worldwide sales.

In addition to the above, the Enlarged Group will have the following earlier
stage products with substantial potential in its development pipeline; for
Celltech Chiroscience's products, the clinical development is being or is
expected to be undertaken by major pharmaceutical partners.


Celltech Chiroscience

i)   Dermal lidocaine, being developed jointly with PowderJect                
     Pharmaceuticals, for which Phase III studies will be undertaken in 2000.

ii)  SCH55700 for moderate-severe asthma, which has entered an international  
     Phase II study, being undertaken by Schering-Plough.

iii) BMS275291, for cancer, which is in Phase Ib studies, partnered with      
     Bristol-Myers Squibb.

iv)  D1927 for rheumatoid arthritis is completing Phase I studies, and is     
     currently the subject of partnership discussions.

v)   D4396 for asthma, partnered with Schering-Plough, which is expected to   
     enter Phase I in the near future.

vi)  D9120 for inflammatory bowel disorders is in pre-clinical development,   
     and is likely to be partnered.


Medeva

i)   Methylphenidate D-threo.  Celltech Chiroscience's chiral form of 
     methylphenidate is under development by Medeva as a modified release     
     product avoiding school-time dosing.  
 
ii)  Nicotine tartrate.  A patented treatment for inflammatory disease of the 
     large bowel which has been licensed from the Mayo Clinic and for which a 
     Phase IIa study is underway.
 
iii) Hepacore, Medeva's proprietary platform technology using the core protein
     of the hepatitis B virus is expected to enter Phase I in the near future.


6. Information on Celltech Chiroscience 

Celltech Chiroscience, which was formed by the merger of Celltech and
Chiroscience in August this year, is a research-based pharmaceutical company,
focused on the discovery and development of novel therapeutic products.

Celltech Chiroscience possesses exceptional drug discovery and development 
capabilities and technologies.  It has over 450 employees at research centres
in Cambridge, Seattle and Slough.  Its discovery is focused upon immune and 
inflammatory diseases, cancer and bone disorders.  Its technology base
includes the ability to identify novel discovery targets from genomics, a
leading position in antibody engineering, and extensive medicinal chemistry. 
Its research and development organisation has a range of discovery and
development partnerships with leading pharmaceutical companies including
Merck, Schering-Plough, American Home Products, Bristol-Myers Squibb and
AstraZeneca.  Celltech Chiroscience's pipeline includes 12 product candidates
comprising both new chemical entities and antibodies, which are in clinical
development or registration.

In the Second Interim Report for Celltech Chiroscience for the twelve months
ended 30 September 1999, which was also announced today, Celltech Chiroscience
reported for that period a loss on ordinary activities before taxation of
£28.3 million and as at that date had net assets of £58.2 million.  Celltech
Chiroscience has considerable financial strength with cash and liquid
investments at that date of some £73.2 million.  This has been further
enhanced by the recent completion of the sale of Celltech Chiroscience's 70
per cent. shareholding in ChiroTech for £59 million (including a pre-disposal
dividend of £5 million).


7. Information on Medeva 

Medeva is an international pharmaceutical company aiming to deliver long term 
shareholder value through the development, manufacture and marketing of high 
value-added prescription pharmaceutical products. 

Medeva employs over 2,400 people in the US, UK, France, Spain, Belgium and 
Ireland, including a direct sales force of 400 (of whom 180 are deployed in
the US) and 165 full time development personnel.  Turnover amounted to £321
million in 1998 and arose from products sold in five categories:  Central
Nervous System (CNS), Respiratory Tract, Vaccines, Hospital Products and
Others.  These sales generated a profit before tax of £51 million after
charging research and development expenditure of £32 million.  

Medeva operates from five main manufacturing facilities in the US and the UK,
the principal two of which, at Rochester in New York State, and Speke near
Liverpool in the UK, have been and are the subject of substantial capital
expenditure to improve and expand their manufacturing capabilities.  At
Rochester, this has been focused on new solid and liquid processing facilities
and will be substantially completed by 31 December 1999.  At Speke the
programme involves significant expansion of the site to improve current
vaccine production facilities, to create a state-of-the-art biotech
manufacturing facility and to build biotechnology development laboratories.  

At 31 December 1998, Medeva had, excluding goodwill charged directly to
reserves of £535 million, total assets of £356 million and net assets of £110
million.  As at 30 June 1999, Medeva had net debt of £95 million.

The overall outlook for Medeva's underlying 1999 full year earnings has not
changed since the announcement of its interim results in July.  At that time
it was indicated that difficulties had arisen with the manufacture of the
B-Yamanashi strain in Medeva's influenza vaccine (Fluvirin).  As foreseen,
these difficulties will result in Fluvirin sales being significantly less in
1999 than they were in 1998.  The issue has now been resolved such that if the
B-Yamanashi strain is again required, Medeva would expect a return to normal
yields in 2000.  The effect of lower Fluvirin sales in the current year is
expected to be offset by the performance of other products, notably as the
result of some relative stability in methylphenidate prices over the past four
months.

A positive development with regard to methylphenidate is that the FDA has just
approved a licence for the marketing of a 10mg extended release (ER)
formulation of methylphenidate.  This unique product will be launched in
December 1999 and will be sold under the brand name 'Metadate' in conjunction
with Medeva's existing 20mg ER product which will be marketed under the same
brand.  This range will allow Medeva's sales team:

- to promote to doctors the benefits of methylphenidate vis a vis other ADHD  
  drug therapies such as amphetamine, allowing a more flexible dosing option  
  which may help many patients achieve behaviour improvement using the lowest 
  effective doses; and
 
- to build brand awareness prior to the launch of Medeva's new modified       
  release (MR) formulation of methylphenidate currently completing its Phase  
  III trial programme;  this formulation is expected to be launched in the    
  first half of 2001.

Medeva has recently received a warning letter from the FDA in relation to the 
production of Fluvirin at Speke.  Following an inspection, deficiencies were
found relating to failures in the establishment, control and validation of
some of the manufacturing processes used during the production of Fluvirin. 
Medeva is in the process of replying to the FDA with a detailed plan of
response committing to make the necessary improvements to its processes so
that it is fully compliant with FDA regulations.  This should ensure that
there is no detrimental effect on the next season's Fluvirin manufacturing
programme, due to start in Spring 2000, and future sales.


8. Dividends and capital structure

While Celltech Chiroscience has been a research and development company
incurring losses, its policy has been not to pay dividends, but to utilise its
cash resources in financing its research and development expenditure; this is
in line with industry practice. 

As a result of the Merger, the profile of the Celltech Chiroscience Group will
substantially change with the investment in research and development sustained
by a profitable cash generative pharmaceuticals business.  Accordingly,
following the Merger and any subsequent reorganisation, the Enlarged Group
intends to establish a prudent long term dividend policy appropriate to its
business.  During 2000 the Enlarged Group will formulate proposals for the
reorganisation of its capital structure in order to be in a position to pay
dividends at the appropriate time.  

Based on its current expectations and taking into account the likely
requirement for restructuring costs in the year ending 31 December 2000 the
Board of the Enlarged Group does not expect to start paying dividends before
the financial year ending 31 December 2001. 


9. Further details of the Merger

The Merger is to be effected by way of a scheme of arrangement of Medeva under
Section 425 of the Companies Act 1985 and is subject to the matters set out in
Appendix I, including the approval of the Merger by shareholders of both
Celltech Chiroscience and Medeva, the sanction of the Scheme by the Court and
the obtaining of relevant regulatory consents.

It is proposed that, under the Scheme, Medeva Shareholders who are on the
register of Medeva on the day prior to the effective date of the Scheme will
receive New Celltech Chiroscience Shares, fully paid, on the basis of 34 New
Celltech Chiroscience Shares for every 100 Medeva Shares.

Fractions of New Celltech Chiroscience Shares will not be allotted or issued
to persons and such entitlements to New Celltech Chiroscience Shares under the
Merger will be rounded down to the nearest whole number of New Celltech
Chiroscience Shares.  Fractional entitlements to New Celltech Chiroscience
Shares will be aggregated and sold in the market with the net proceeds
distributed pro rata to Medeva Shareholders entitled thereto. 

Existing Celltech Chiroscience Shareholders will retain their shares in
Celltech Chiroscience. The New Celltech Chiroscience Shares to be issued to
Medeva Shareholders pursuant to the Merger will be issued credited as fully
paid and will rank pari passu in all respects with the existing Celltech
Chiroscience Shares, including the right to receive all dividends,
distributions and other entitlements declared, made or paid by the Enlarged
Group on such shares on or after the date of this announcement.
 
The Merger will require approval by an ordinary resolution of the holders of
Celltech Chiroscience Shares to be proposed at an extraordinary general
meeting of Celltech Chiroscience.  

The Scheme will require approval by a special resolution of the holders of
Medeva Shares to be proposed at an extraordinary general meeting of Medeva.
The Scheme will also require approval separately by holders of Medeva Shares
at a meeting to be convened by direction of the Court. The approval required
at the Court-convened meeting of holders of Medeva Shares is a majority in
number of the shareholders who vote at the meeting representing 75 per cent.
of the shares voted at the meeting.  The Scheme also requires the sanction of
the Court.

Once the necessary approvals from the Celltech Chiroscience and Medeva 
Shareholders have been obtained and the relevant regulatory and other
conditions have been satisfied or waived the Scheme will become effective upon
the delivery to the Registrar of Companies of a copy of the order of the Court
sanctioning the Scheme and registration of such order. This is expected to
occur in January 2000.

It is intended that the formal documentation relating to the Merger will be
despatched to Celltech Chiroscience and Medeva Shareholders, and the Court
meeting of Medeva Shareholders will be convened, as soon as practicable.  This
documentation will include the notices of the meetings of Celltech
Chiroscience and Medeva Shareholders and full details of the Scheme, and will
specify the necessary actions to be taken by both Celltech Chiroscience and
Medeva Shareholders.


10. United States Shareholders

This announcement is not an offer of New Celltech Chiroscience Shares into the
United States.  New Celltech Chiroscience Shares may not be offered or sold in
the United States absent registration under the Securities Act or an exemption
from registration.  Celltech Chiroscience intends to issue the New Celltech
Chiroscience Shares under the Scheme to holders of Medeva Shares in reliance
upon an exemption from the registration requirements of the Securities Act
and, as a consequence, the New Celltech Chiroscience Shares to be issued
pursuant to the Scheme will not need to be registered thereunder. Medeva
Shareholders who are or will be affiliates of Medeva prior to, or of Celltech
Chiroscience after, the effective date of the Scheme will be subject to
certain United States transfer restrictions relating to New Celltech
Chiroscience Shares received in the Scheme.


11. Settlement, listing and dealing

Application will be made to the London Stock Exchange for the New Celltech 
Chiroscience Shares to be issued to Medeva Shareholders under the Scheme to be
admitted to the Official List.  No certificates for New Celltech Chiroscience
Shares will be issued in respect of the entitlements of Medeva Shareholders
who hold their shares in CREST, settlement for which will be made through the
applicable CREST procedures.  Certificates for New Celltech Chiroscience
Shares to be held in certificated form will be dispatched no later than 14
days after the effective date of the Merger.

The Enlarged Group will have significant operations in Europe and the US, and
the importance of the investment communities on both sides of the Atlantic to
the future of the Enlarged Group is well recognised.  In addition to its
London listing, Medeva is currently listed on the New York Stock Exchange
through an ADR programme.  As part of the Merger, the Enlarged Group will
establish its own sponsored unlisted ADR programme, and it intends to list on
an appropriate US stock exchange as soon as it is clearly in the interests of
the Enlarged Group to do so.  It is hoped this will be the case within 12
months of completion of the Merger.

Further details on settlement, listing and dealing will be included in the
documents to be sent to Celltech Chiroscience Shareholders and to Medeva
Shareholders.


12. Interests in shares

Neither Celltech Chiroscience, nor any of the Directors of Celltech
Chiroscience, nor so far as Celltech Chiroscience is aware, any party acting
in concert with Celltech Chiroscience, owns or controls any Medeva Shares or
holds options to purchase any Medeva Shares or has entered into any
derivatives referenced to Medeva Shares.


13. Recommendations and undertakings

The Directors of Medeva, who have been so advised by Lazard, consider the
terms of the Merger to be fair and reasonable.  In providing its advice to the
Directors of Medeva, Lazard has taken into account the Directors' commercial
assessments of the Merger.  Accordingly, the Directors of Medeva will
unanimously recommend Medeva Shareholders to vote in favour of the resolution
to be proposed at the Court meeting and at the extraordinary general meeting
of Medeva (to be held in connection with the Merger and to be convened in due
course), as they intend to do in respect of their own beneficial holdings of,
in aggregate, 203,655 Medeva Shares, representing approximately 0.1 per cent.
of Medeva's existing issued share capital.

The Directors of Celltech Chiroscience, who have been advised by Flemings,
believe that the Merger is in the best interests of Celltech Chiroscience and
its shareholders as a whole.  In providing its advice to the Directors of
Celltech Chiroscience, Flemings has taken into account the Directors'
commercial assessments of the Merger.  Accordingly, the Directors will
unanimously recommend Celltech Chiroscience Shareholders to vote in favour of
the resolutions to be proposed at the extraordinary general meeting of
Celltech Chiroscience (to be held in connection with the Merger and to be
convened in due course) as they intend to do in respect of their own
beneficial holdings of, in aggregate, 295,290 Celltech Chiroscience Shares, 
representing approximately 0.2 per cent. of Celltech Chiroscience's existing
issued share capital.


14. General

The circulars and Listing Particulars, setting out the details of the Merger
and the Scheme and convening the extraordinary general meetings of Celltech
Chiroscience and Medeva, will be despatched to Celltech Chiroscience
Shareholders and to Medeva Shareholders in due course.  



Flemings, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Celltech Chiroscience and no one else in connection
with the Merger and will not be responsible to anyone other than Celltech
Chiroscience for providing the protections afforded to customers of Flemings,
nor for providing advice in relation to the Merger.

Lazard, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Medeva and no one else in connection with the Merger
and will not be responsible to anyone other than Medeva for providing the
protections afforded to customers of Lazard, nor for providing advice in 
relation to the Merger.

This announcement does not constitute an offer or an invitation to purchase
any securities and this announcement does not evidence or record a legally
binding agreement between Celltech Chiroscience and Medeva.

Neither the New Celltech Chiroscience Shares nor any other securities proposed
to be issued in connection with the Merger will be registered under the
Securities Act or under the securities laws of any state of the United States
and may not be offered or sold in the United States absent registration 
under the Securities Act or an exemption from registration.  This announcement
is not an offer of any such securities for sale in the United States or
elsewhere.

Appendix III contains the definitions of terms used in this announcement.

In order to utilise the 'Safe Harbour' provision of the United States Private
Securities Litigation Reform Act of 1995, Celltech Chiroscience and Medeva are
providing the following cautionary statement.  This document contains certain
statements that are or may be forward-looking.  These statements typically
contain words such as 'intends', 'expects', 'anticipates', 'estimates' and 
words of similar import. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future.  There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements.  These factors include, but are
not limited to, factors identified elsewhere in this document as well as:
pricing and product initiatives of the Enlarged Group's competitors including
the introduction of branded competition or generic substitution for products;
legislative and regulatory changes relating to pharmaceutical products
including the pricing of such products and procedure required for their
development and testing; unanticipated difficulties in the design or
implementation of clinical trials, studies and investigations; results from
clinical trials, studies and investigations that are inconsistent with
previous results and Celltech Chiroscience's and Medeva's expectations;
failure to obtain and maintain required approvals for products from
governmental authorities including the FDA; the failure of demand to develop
as anticipated; unavailability of raw materials or other interruptions in
production or product distribution, including those due to year 2000 computer
problems both internal and external; unexpected difficulties in the upgrade of
production facilities and the scale-up of production to viable commercial
levels; unexpected costs or difficulties in integrating the business and
operations of Celltech Chiroscience and Medeva; general changes in public
health and approaches to healthcare and the treatment of disease; loss of or
inability to obtain patent or trademark protection for certain products;
inability of the Enlarged Group to market existing and new products
effectively; the failure of Celltech Chiroscience's and Medeva's development,
manufacturing and marketing partners to perform their contractual obligations;
the risk of substantial product liability claims; the levels of marketing and
promotional expenditure by Celltech Chiroscience and Medeva and their
competitors; raw materials and employee costs; future exchange and interest
rates; and changes in tax rates.  Celltech Chiroscience and Medeva disclaim
any obligation to update these forward-looking statements.

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