AMED Amedeo Res

RNS No 4593p
CHIROSCIENCE GROUP PLC
3 August 1999


Not  for release, publication or distribution in or into the
United States, Canada, Australia or Japan

                              
                  Celltech plc ("Celltech")
                              
                  Recommended Merger Offer
                             for
           Chiroscience Group plc ("Chiroscience")
                              
         Merger Offer Declared Wholly Unconditional,
          Changes to Directorate and Change of Name
                              
The  Board of Celltech announces that, all of the conditions
of  the  Merger Offer having been satisfied or  waived,  the
Merger Offer is now declared unconditional in all respects.

By  3.00  p.m.  on 2 August 1999, valid acceptances  of  the
Merger  Offer  had  been received in respect  of  84,279,449
Chiroscience  Shares, representing approximately  74.37  per
cent.  of the issued ordinary share capital of Chiroscience.
The   total   number   of  acceptances   received   includes
acceptances  in  respect  of 1,096,931  Chiroscience  Shares
(representing  approximately 1.0 per cent. of  the  existing
issued share capital of Chiroscience) which were the subject
of  irrevocable undertakings to accept the Merger Offer from
Chiroscience Directors.

Settlement   of  the  consideration  to  which  Chiroscience
Shareholders (who had validly accepted the Merger  Offer  by
3.00  p.m.  on 2 August 1999) are entitled under the  Merger
Offer will be despatched by no later than 17 August 1999.

The  Merger  Offer  will remain open  for  acceptance  until
further  notice.   At least 14 days' notice  will  be  given
before the Merger Offer is closed.

As  and when Celltech receives acceptances in respect of  90
per   cent.   of  the  ordinary  issued  share  capital   of
Chiroscience, Celltech will seek to acquire compulsorily any
outstanding  Chiroscience Shares to which the  Merger  Offer
relates  pursuant to sections 428 to 430F of  the  Companies
Act 1985.

Save  for  the  irrevocable undertakings  disclosed  in  the
Merger  Offer  Document,  neither Celltech  nor  any  person
deemed to be acting in concert with it held any Chiroscience
Shares  (or  rights over such shares) on 14 June  1999,  the
date  immediately prior to the commencement  of  the  Merger
Offer Period.  Neither Celltech nor any person deemed to  be
acting  in concert with it has acquired or agreed to acquire
any Chiroscience Shares during the Merger Offer Period.

Hugh Collum, Christine Soden, Bob Jackson, Marvin Jaffe  and
Barry Price, currently directors of Chiroscience, have today
been  appointed directors of Celltech.  The resignations  of
Stewart  Siddall and Robert Thian as non-executive directors
of Celltech have also been accepted today.

Admission  to the London Stock Exchange of the New  Celltech
Shares  issued pursuant to the Merger Offer is  expected  to
become  effective  and dealings in New Celltech  Shares  are
expected to commence at 9.00 a.m. tomorrow, 4 August 1999.

Further  to  the extraordinary general meeting  of  Celltech
held  on  29  July 1999, Celltech will change  its  name  to
Celltech Chiroscience plc.


Enquiries:

Celltech
Dr. Peter Fellner                       Tel : 01753 534 655

Chiroscience
Christine Soden                         Tel : 01223 420 430

Flemings
David Fletcher                          Tel : 0171 638 5858

Brunswick
Jon Coles                               Tel : 0171 404 5959
Katharine Sharkey


Terms defined in the Merger Offer Document dated 6 July 1999
have the same meaning in this press release.

Flemings, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting for Celltech and no one
else  in  connection with the Merger Offer and will  not  be
responsible to anyone other than Celltech for providing  the
protections  afforded  to  customers  of  Flemings  or   for
providing advice in relation to the Merger Offer.

This  announcement  has been approved by  Flemings  for  the
purposes of section 57 of the Financial Services Act 1986.


Notes for editors:
The  merged company, Celltech Chiroscience plc, will be  one
of  the  biggest biopharmaceutical companies in  Europe  and
will  have  a  larger and broader new product portfolio  and
drug  discovery pipeline, creating a more diversified spread
of risks for investors in both companies.

Competitive advantages
The Directors of both Celltech and Chiroscience believe that
there will be significant competitive advantages created  by
the Merger.  These include:
-    a wide and innovative new product portfolio;
-    a valuable and broad drug discovery pipeline;
-    existing and potential collaborations with high quality
     major pharmaceutical partners;
-    outstanding drug discovery and development
     capabilities;
-    exceptional  financial strength for the Enlarged  Group
     (as  at 31 May 1999 Celltech and Chiroscience  combined 
     had  cash and liquid investments of #88 million);  and,
-    an  enhanced  range of skills and capabilities  amongst
     its employees.

Product portfolio
The  Enlarged  Group will possess one of the  strongest  new
product  portfolios  within  the European  biopharmaceutical
sector,  with one product already approved, a further  three
in  advanced stages of development and a further eight  that
are either in clinical or pre-clinical development.

Approved
Chirocaine - recently approved in Sweden and with approvable
status  in the United States both for anaesthesia  and  pain
management.  Partnered  by  Abbott International  worldwide,
except for the United States and Japan where it is partnered
with  Purdue  Pharma  L.P. and Maruishi  Pharmaceutical  Co.
Limited respectively.

Advanced
CMA  676  -  a pioneering treatment for leukaemia  developed
with American Home Products Corporation, for which a US  NDA
(New Drug Application) is expected to be filed in the second
half of this year.

CDP 571 - for the treatment of Crohn's disease, currently in
pivotal  studies  with  filing  for  US  marketing  approval
expected in the second half of this year.

Needle-free  Lidocaine  - for pain relief,  being  developed
with Powderject Pharmaceuticals plc, with regulatory filings
expected in the second half of the year 2000.

Clinical & pre-clinical
CDP 870 - for rheumatoid arthritis (Phase II)
CMB  401  -  for ovarian cancer (Phase II; partner  American
Home Products Corporation)
D2785  -  for attention deficit disorder (Phase II;  partner
Medeva plc)
SCH55700  -  for asthma (Phase I/II; partner Schering-Plough
Corporation)
BMS275291  -  for cancer (Phase I/II; partner  Bristol-Myers
Squibb Company)
D1927 - for rheumatoid arthritis (Phase I)
CDP860 - for coronary restenosis (pre-clinical)
D4396  -  for  asthma (pre-clinical; partner Schering-Plough
Corporation)

Skills and technologies
The  discovery technologies and skills within  Celltech  and
Chiroscience   are  highly  complementary  and  synergistic.
Celltech possesses strengths in molecular biology, molecular
immunology   and   antibody   engineering.    Chiroscience's
strengths  include  gene-based novel  target  discovery  and
associated  bioinformatics, together with a broad  range  of
chemistry,  scale-up capabilities and a proven track  record
in   clinical   development.   Importantly,  the   medicinal
chemistry  and  pharmacology capabilities in both  companies
will achieve significant critical mass when combined.

The  extensive repertoire of technologies that the  Enlarged
Group will possess should therefore enable it to exploit its
proprietary  novel  targets fully and effectively  for  drug
discovery.   Both its antibody technology and its  extensive
medicinal chemistry resources will be focused on these novel
therapeutic opportunities.  The main therapeutic targets  of
current  discovery programmes include important  immune  and
inflammatory disorders, cancer and bone disorders.

Collaborative agreements
The  Enlarged  Group  will continue to pursue  a  series  of
pioneering   discovery  programmes  in  collaboration   with
leading  pharmaceutical companies, including  Merck  &  Co.,
Inc.  and Schering-Plough Corporation in asthma, AstraZeneca
in  osteoarthritis,  and American Home Products  Corporation
and Bristol-Myers Squibb Company in cancer.

Research and development
Research is conducted in state-of-the-art facilities located
in Cambridge, Slough and Seattle, and involves more than 400
research  and development staff.  The Enlarged Group  has  a
current   pro   forma   annual  research   and   development
expenditure of some #51 million.

Financial synergies
It is expected that appreciable cost savings can be achieved
within  the  Enlarged  Group,  particularly  by  eliminating
duplication  from the combined infrastructure.   These  cost
savings  are  expected to arise within  the  financial  year
commencing 1 January 2000.   One of the Enlarged Group's key
goals  will  be  to  become financially self-sustaining  and
profitable,   and   in  recent  years  both   Celltech   and
Chiroscience  have moved significantly closer  to  achieving
this.   The  Merger is expected to assist in securing  these
goals.

END

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