To: Steve Johnston who wrote (259 ) 2/2/2000 1:39:00 PM From: Dorine Essey Respond to of 340
TEVA : TEVA PHARMACTL INDUS LTD ADS (NASDAQ) All Headlines Teva Pharmaceutical Industries Ltd. Signs Definitive Agreement to Acquire Novopharm Ltd. JERUSALEM--(BUSINESS WIRE)--February 1, 2000--Teva Pharmaceutical Industries Ltd, (NASDAQ: TEVA) announced today that it had signed a definitive agreement to acquire 100% of Novopharm Ltd. from Dan Family Holdings Ltd. (the "Dan Family"). The execution of the definitive agreement follows our prior releases of October 19, 1999 and December 2, 1999 relating to the possibility of such a transaction. Upon the consummation of the transaction, the Dan Family will be entitled to receive approximately 4.2 million Teva Ordinary Shares, representing approximately 6% of Teva's outstanding share capital (on a fully diluted basis). At closing, a portion of the shares will be issued to the Dan Family in the form of non-voting exchangeable shares of a Teva Canadian acquisition subsidiary. These exchangeable shares will be exchangeable by the Dan Family at any time, in whole or in part, into Teva Ordinary Shares at a one-to-one exchange ratio. The balance of the share consideration will be allotted to the Dan Family in the form of Teva Ordinary Shares. It is anticipated that the closing of the transaction will take place on or before March 31, 1999. Novopharm is a privately held group of Canadian companies, and is the second largest generic company in Canada (with a market share of about 20%). The Novopharm group also has a substantial presence in the U.S. generic market as well as in Hungary and markets its products in over 50 countries. The company's sales (the part being acquired by Teva) for the first 9 months of 1999 reached US$297 million, of which approximately 47% were in Canada, 22% in the United States and 29% in Hungary. Novopharm's primary business is the development, production and marketing of generic prescription pharmaceuticals including sterile products, vitamins and over-the-counter products. Novopharm has more than 10 production sites situated in Canada, the United States and Hungary. The headquarters and principal production sites are based in Toronto. Novopharm presently employs approximately 2700 employees, of which approximately 55% are in Canada, 5% in the United States and 40% in Hungary. Novopharm has been active in Canada since 1965, and established its own presence in the US generic market in 1987. Novopharm operates in Hungary through a 55% holding in Human Serum & Pharmaceutical Manufacturing Co. Ltd. Human is an Hungarian company traded on the Budapest stock exchange, which produces sterile products for the local Hungarian market and for export to Canada, the United States and other countries. Novopharm's research and development is focused on generic drugs. These activities encompass a wide range of technologies for slow release of tablets and capsules, injectibles and others. During the last three years Novopharm introduced into the Canadian market, the U.S. market and other markets an average of 25 new generic products per annum. Novopharm presently has numerous pending applications for generic products with the Canadian Health authorities and with the FDA in the United States, several of which are additional to Teva's pending product list. Selected Consolidated Financial Data -The first nine months of 1999 show moderate increases in sales with growth in net profits from ongoing activities, in comparison to the comparable period of 1998. This data is in US$ millions (convenience translation, based on the rate of exchange at September 30, 1999 US$=Can$1.4667) 1998 1998 (Jan-Sept) 1999(Jan-Sept)