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Executive Summary

SMITHKLINE BECKMAN/INTERNATL. HYDRON IS THIRD FAILED OPHTHALMIC CONSOLIDATION effort to occur this year. In an Oct. 17 press release, SmithKline and Internatl. Hydron parent Natl. Patent said that they have been "unable to reach a definitive agreement for SmithKline Beckman to acquire Internatl. Hydron." Completion of the deal would have added Internatl. Hydron's contact lens business to SmithKline's contact lens accessory subsidiary Allergan. The two firms announced the proposed sale Sept. 13. Under the terms of the preliminary agreement, SmithKline would have paid $140 mil. for Natl. Patent's 90% stake in Internatl. Hydron, $18 for each of Hydron's 1.12 mil. shares outstanding, and royalties on Hydron sales from 1986 to 1990 ("The Pink Sheet" Sept. 17, T&G-4). The cash payment would have equalled almost four times Hydron's 1983 sales of $41.6 mil. Although the purchase deal has fallen through, the two firms noted in their Oct. 17 press release that they are "continuing to discuss other forms of business associations." The two earlier transactions which would have contracted the ophthalmic market were Alcon's proposal to acquire Cooper Vision and Cooper Labs apparent intent to acquire Frigitronics. In July, Nestle's vision unit Alcon terminated its $500 mil. offer to purchase CooperVision because of Federal Trade Commission antitrust objections. Then Cooper Labs looked like it might be making another move in the vision care field when in a series of stock purchases it acquired 11.2% of Frigitronics, noting that the two had discussed a merger. However, within weeks of announcing its Frigitronics purchase, Cooper abruptly sold off its holding at a profit.

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