Stockholders will be asked to vote next month on the controversial proposed merger of Rockville-based Univax Biologics Inc., which makes vaccine products to treat infectious and other diseases, and North American Biologicals Inc.
The Federal Trade Commission said yesterday that the merger poses no antitrust issues and that the companies can proceed with a stockholders' vote.
Alfred J. Fernandez, chief financial officer of North American Biologicals, based in Boca Raton, Fla., said that proxies on the deal are to be mailed by Oct. 30 to stockholders and that a stockholder meeting has been scheduled for 10 a.m. Nov. 29 at the Radisson Center in Charlotte, N.C.
North American, a plasma supplier, has offered to buy 7-year-old Univax, which has yet to turn a profit, for an estimated $150 million.
Analysts project Univax's 1995 sales at $12 million and losses at about $10 million. Prior to the merger announcement, analysts had said Univax should post a profit in 1998.
Under the proposal, common shareholders of Univax would receive 0.79 shares of North American common stock for each share of Univax common stock.
Based on yesterday's closing price, Univax shareholders would receive $6.27 per Univax share.
North American's stock closed yesterday at $7.94, down from $11.75 in early August. Univax shares closed at $6.25, down from a high of $9 in August.
The deal is aimed at combining North American's global distribution network with Univax's strength in vaccine research and development. Some analysts have been critical of the deal, saying it would depress North American's earnings through 1999.
Mr. Fernandez said that the combined company would be profitable in 1996 and that Univax's product lines should be profitable by late in the decade.
A key turning point for Univax came in March when the company won its first federal approval to market a product, WinRho SD, an intravenous immune system supplement based on proteins. The treatment is aimed at a common complication of acquired immune deficiency syndrome, affecting about 50,000 annually. The company has said sales of the drug could reach $100 million by the 1999.
WinRho could also be used to treat the immune reaction, sometimes called "blue baby syndrome," that can occur when a pregnant woman's blood has a negative Rh factor and her fetus' blood is Rh-positive. The reaction can damage the brain, cause jaundice or death in the fetus.