Barr's Amended Tender Offer for PLIVA d.d. Approved for Publication by HANFA
Barr Increases Offer to $2.5 Billion in Cash, or HRK 820 Per Share
WOODCLIFF LAKE, N.J., Sept. 11 /PRNewswire-FirstCall/ -- Barr Pharmaceuticals, Inc. (NYSE: BRL) today announced that the Croatian Financial Services Supervisory Agency (HANFA) has approved for publication its amended tender offer for the purchase of 100% of the shares of PLIVA d.d. (LSE: PLVD; ZSE: PLVA-R-A), based in Zagreb, Croatia. Under the terms of the formal $2.5 billion cash tender offer, PLIVA shareholders who tender their shares will receive HRK 820 per share in cash.
In accordance with Croatian takeover law and HANFA instructions, Barr anticipates that its formal offer will be published in major Croatian newspapers, including the "Official Gazette," this week. The Company's previous bid of $2.3 billion, or HRK 743 per share, in cash was published in the "Official Gazette" on August 18, 2006, initiating the Company's 30-day tender process. On September 4, 2006, a competing bid by the Actavis Group of $2.5 billion, or HRK 795 per share, in cash was published in the "Official Gazette." With today's approval of Barr's amended bid by HANFA, the tender offer period is now expected to expire on October 11, 2006.
The Company's ability to close its tender offer is only conditioned upon Barr receiving acceptances that result in the Company holding more than 50% of PLIVA shares.
"Our increased offer for PLIVA reflects our commitment to successfully completing this transaction, and the value we place on the combination of our two great companies," said Bruce L. Downey, Barr's Chairman and Chief Executive Officer. "Together, as the world's third largest generic pharmaceutical company, we will be able to build sustainable shareholder value, enhance the operations of PLIVA throughout Europe, and provide highly-skilled, high quality employment for the people of Croatia. With this enhanced offer, we hope that shareholders will recognize Barr is the most appropriate partner for PLIVA, and that we can move quickly to finalize this transaction, and turn our focus to the integration of the companies and the construction of a global leader in generic, proprietary and biopharmaceutical products."
"As we have repeatedly stated, the benefits of the combination of PLIVA and Barr are beyond question," Downey continued. "Unlike Actavis, where there is significant geographic and product overlap, Barr and PLIVA have two largely complementary product portfolios and R&D capabilities that will result in the ability to offer customers a broad portfolio of solid oral dosage forms, extended and delayed release products, injectables, creams/ointments and biopharmaceutical products. The PLIVA name and Croatian-based operations will become the headquarters for the European operations and the European facilities will offer Barr the opportunity to move manufacturing of select products to Croatia, increasing both production and employment at the Croatian and other European facilities. We are committed to maximizing and expanding these strengths, to the benefit of shareholders, employees, and the people of Croatia."
About PLIVA d.d.
PLIVA, established in 1921, is a global generic pharmaceutical company with operations in more than 30 countries worldwide. It is the leading pharmaceutical company based in Central and Eastern Europe (CEE) and has been listed on the Zagreb and London Stock Exchanges since 1996. PLIVA specializes in the development, production and distribution of generic pharmaceutical products, including biologicals, cytostatics, and other value-added generics, as well as active pharmaceutical ingredients.
About Barr Pharmaceuticals, Inc.
Barr Pharmaceuticals, Inc., a holding company that operates through its principal subsidiaries, Barr Laboratories, Inc. and Duramed Pharmaceuticals, Inc., is engaged in the development, manufacture and marketing of generic and proprietary pharmaceuticals.
This announcement does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
Forward-Looking Statements
Except for the historical information contained herein, the statements made in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by their use of words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates" and other words of similar meaning. Because such statements inherently involve risks and uncertainties that cannot be predicted or quantified, actual results may differ materially from those expressed or implied by such forward-looking statements depending upon a number of factors affecting the Company's business. These factors include, among others: the difficulty in predicting the timing and outcome of legal proceedings, including patent-related matters such as patent challenge settlements and patent infringement cases; the outcome of litigation arising from challenging the validity or non-infringement of patents covering our products; the difficulty of predicting the timing of FDA approvals; court and FDA decisions on exclusivity periods; the ability of competitors to extend exclusivity periods for their products; our ability to complete product development activities in the timeframes and for the costs we expect; market and customer acceptance and demand for our pharmaceutical products; our dependence on revenues from significant customers; reimbursement policies of third party payors; our dependence on revenues from significant products; the use of estimates in the preparation of our financial statements; the impact of competitive products and pricing on products, including the launch of authorized generics; the ability to launch new products in the timeframes we expect; the availability of raw materials; the availability of any product we purchase and sell as a distributor; the regulatory environment; our exposure to product liability and other lawsuits and contingencies; the increasing cost of insurance and the availability of product liability insurance coverage; our timely and successful completion of strategic initiatives, including integrating companies and products we acquire and implementing our new enterprise resource planning system; fluctuations in operating results, including the effects on such results from spending for research and development, sales and marketing activities and patent challenge activities; the inherent uncertainty associated with financial projections; changes in generally accepted accounting principles; and other risks detailed from time-to-time in our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the fiscal year ended June 30, 2006.
The forward-looking statements contained in this press release speak only as of the date the statement was made. The Company undertakes no obligation (nor does it intend) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required under applicable law
