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To: 5,17,37,5,101,... who wrote (329)12/24/1997 12:37:00 PM
From: flickerful  Respond to of 756
 
Wednesday December 24, 11:21 am Eastern Time

Company Press Release

SOURCE: IVAX Corporation

IVAX And Orion Acquisition Corp. II Announce Execution Of Letter Of Intent

MIAMI, Dec. 24 /PRNewswire/ -- IVAX Corporation (Amex: IVX - news) and Orion Acquisition Corp. II (OTC Bulletin Board: MTMR - news) today announced that they have executed a non-binding letter of intent regarding a business combination of Orion and DVM Pharmaceuticals, Inc., IVAX's wholly-owned, veterinary products subsidiary. Under the terms of the letter of intent, IVAX will own approximately 80% of the combined entity's outstanding common stock after giving effect to the transaction, but excluding outstanding warrants for Orion common stock. The combined entity will be called DVM Pharmaceuticals, Inc. and it will seek to be listed on a stock exchange. Orion's assets consist primarily of approximately $8 million in cash. In 1996, DVM generated revenues of approximately $15 million.

''We believe that pursuing this strategy with respect to our veterinary business will allow it to grow by providing it better access to working capital and permitting it to use its stock as a currency for acquisitions,'' said Phillip Frost, M.D., IVAX Chairman and Chief Executive Officer. ''We believe this transaction will enhance shareholder value, and we may engage in similar transactions with other divisions to create independent public companies under IVAX control.''

Completion of the proposed transaction is subject to, among other things, negotiation and execution of definitive documentation, approval by the shareholders of Orion, and the registration with the Securities and Exchange Commission of the Orion common stock to be issued to IVAX in the transaction.

DVM Pharmaceuticals, Inc., is engaged in the research, development, manufacture and distribution of topical dermatological agents, nutritional supplements, wound healing dressings, and cleansing and grooming formulations for companion animals.

IVAX Corporation, headquartered in Miami, Florida, is a holding company with core subsidiaries engaged in the research, development, manufacture and marketing of generic and branded pharmaceuticals.

Orion Acquisition Corp. II is a publicly held corporation which was capitalized in 1996 to serve as a vehicle to effect a business combination with an operating entity.

Except for the historical matters contained herein, statements in this press release are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Investors are cautioned that forward looking statements involve risks and uncertainties which may affect the company's business and prospects, including the risk that the transaction may not close, and certain economic, competitive, governmental, technological and other factors discussed in IVAX's filings with the Securities and Exchange Commission.

SOURCE: IVAX Corporation
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Copyright c 1997 PRNewswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.
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To: 5,17,37,5,101,... who wrote (329)12/24/1997 12:38:00 PM
From: flickerful  Respond to of 756
 
Wednesday December 24, 12:04 pm Eastern Time

Ivax says merging unit with Orion

MIAMI, Dec 24 (Reuters) - Ivax Corp said Wednesday that it signed a non-binding letter of intent to combine its wholly-owned DVM Pharmaceuticals Inc division, which makes veterinary products, with Orion Acquisition Corp II (OTC BB:MTMR - news).

Ivax, a major generic drug maker, said in a statement that under the terms of the agreement, it will hold roughly 80 percent of the combined entity's common stock, excluding, however, outstanding warrants for Orion's common stock.

Orion, with assets currently at $8 million in cash, will become part of the new entity, to be called DVM Pharmaceuticals Inc. Ivax said it will seek to have the new company listed on a stock exchange.

In 1996, Ivax said its DVM division generated roughly $15 million in revenues.

''We believe this transaction will enhance shareholder value, and we may engage in similar transactions with other divisions to create independent public companies under Ivax control,'' said Ivax chairman and chief executive officer, Phillip Frost, M.D.

The company said the combination of companies is still subject to final negotiations, Orion shareholder and U.S. Securities and Exchange Commission approvals.

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Copyright c 1997 Reuters Limited. All rights reserved. Republication or redistribution of Reuters content is expressly prohibited without the prior written consent of Reuters. Reuters shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon
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To: 5,17,37,5,101,... who wrote (329)12/24/1997 12:39:00 PM
From: flickerful  Read Replies (1) | Respond to of 756
 
Wednesday December 24, 12:17 pm Eastern Time

Company Press Release

SOURCE: IVAX Corporation

IVAX Corporation To Sell Soft-Gel Business To Goldstar Pharmaceuticals

MIAMI, Dec. 24 /PRNewswire/ -- IVAX Corporation (Amex: IVX - news) today announced that Goldstar Pharmaceuticals, Inc. will acquire IVAX's Golden Glades soft gelatin capsule manufacturing facility and certain additional assets. Under the terms of the sale, IVAX will receive approximately $21 million, $7 million of which will be received in cash at closing and the balance, plus accrued interest, will be due in 18 months. This sale is part of IVAX's on-going efforts to divest non-core assets and improve operating efficiencies. As a result of this transaction, IVAX's management expects annual savings of $5 to $6 million, primarily due to a reduction in excess manufacturing capacity. The transaction is subject to the expiration of the Hart-Scott-Rodino Act waiting period.

The assets to be transferred include an approximately 250,000 square foot manufacturing facility located in Miami, Florida, manufacturing equipment, and the rights and goodwill associated with the name Goldcaps. At the closing, Goldstar will receive an option to purchase certain additional assets related to IVAX's soft gelatin manufacturing business located in Germany. In addition, the new owners will hire approximately 95 manufacturing and quality assurance personnel currently employed at the Miami facility.

IVAX Corporation, headquartered in Miami, Florida, is a holding company with core subsidiaries engaged in the research, development, manufacture and marketing of generic and branded pharmaceuticals.

Except for the historical matters contained herein, statements in this press release are forward looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Investors are cautioned that forward looking statements involve risks and uncertainties which may affect the company's business and prospects, including the risk that the transaction may not close, and that expected annual savings will not be achieved and certain economic, competitive, governmental, technological and other factors discussed in IVAX's filings with the Securities and Exchange Commission.

SOURCE: IVAX Corporation
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Copyright c 1997 PRNewswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.
Important Disclaimers and Legal Information
Questions or Comments?