NEW YORK, JAN. 7 -- Executives of A.H. Robins Co. yesterday defended their controversial decision to merge with a French pharmaceutical firm as fair to shareholders and fair to women who say they were injured by Robins' Dalkon Shield contraceptive device.

The Richmond pharmaceutical company agreed last week to sell a controlling interest in the firm to Sanofi S.A. after also considering takeover bids from two American drug makers, American Home Products Corp. and Rorer Group Inc.

But outside shareholders and other critics have charged that the decision was based more on preserving management jobs than on maximizing the value of the company's stock or paying Dalkon Shield claims promptly.

At a news conference in New York yesterday, company president E. Claiborne Robins Jr. vehemently denied the allegations, saying that the Robins board neither sought nor received guarantees of management jobs or that the company would remain in Richmond.

"Our primary consideration has always been to meet our obligations to the Dalkon Shield claimants, our creditors, and then to the stockholders," Robins said.

Under the Sanofi proposal, the French company would take over 58 percent of Robins under a complicated exchange of stock and notes worth $600 million, as well as establish a trust fund worth $2.475 million to pay Dalkon Shield claims.

The other two offers would also set up this trust fund, but they are for the entire Robins' stock.

Because Robins has been operating under Chapter 11 of the federal bankruptcy code, the merger proposal must be approved by shareholders, creditors and claimants and then by U.S. District Judge Robert J. Merhige Jr. in Richmond.

Robins' chief financial officer, G.E.R. Stiles, said that the company was told by its financial advisers, Drexel Burnham Lambert, that each of the three bids was worth roughly $600 million for shareholders in the "short term."

But Stiles added that "longer term, because of the growth synergies that Sanofi brings to this transaction, the upside potential of {Robins} stock is greater under the Sanofi plan."

This view has apparently met with some skepticism, however, in the financial community, and bidding for the company is expected to continue.

Robert M. Miller, the lawyer for a key committee of outside shareholders, said that each of the three finalists has told his group that it is willing to improve its bid. The group is scheduled to meet today to endorse one of the offers, he said.

Sanofi's vice chairman, Jean-Francois Dehecq, indicated at the news conference that his company was aware of the shareholders' concerns and would do what was necessary to win approval for its plan.

"We are not here for just looking at Robins," he said. "We are here to fight and win."