WOODCLIFF LAKE, N.J., July 3 /PRNewswire-FirstCall/ -- Barr Pharmaceuticals, Inc. today announced that the Company’s Board of Directors unanimously reaffirmed its commitment to the official Croatian Financial Services Supervisory Agency (HANFA) takeover process for Zagreb, Croatia-based PLIVA d.d. . Barr’s Board directed management to correct market misinformation regarding Barr’s ability to compete for the acquisition of PLIVA and authorized management to utilize all available means to expedite the acquisition of PLIVA if Barr’s official tender is approved by HANFA.
“The Board felt that it was imperative for all shareholders to understand that Barr is fully committed to the combination of our two companies, and that management is authorized to use all available means to expedite the orderly completion of the tender offer in accordance with Croatian takeover law and HANFA’s instructions,” said Bruce L. Downey, Barr’s Chairman and Chief Executive Officer. “Board members also expressed concern that PLIVA shareholders may be confused by market misinformation about Barr’s ability to compete, while the tender offer process restricts Barr’s ability to proactively speak or act to address issues related to specifics of its offer for PLIVA. We felt it was critical to set the record straight regarding Barr’s actions, and why Barr represents the best option for the employees of PLIVA, the Republic of Croatia, and all PLIVA shareholders.”
“Shareholders are being led to believe that the process is already over,” Downey continued. “In fact, the process is far from being over, and the competition for ownership of PLIVA is just beginning, and will commence in earnest once Actavis has submitted its official HANFA notification and confirming bid. Once this step has been completed, shareholders will have greater clarity into the true value of both bids, and we strongly encourage investors to wait and follow HANFA approved processes before committing to sell shares.”
“The only condition to our tender will be acceptances that result in Barr holding more than 50% of PLIVA’s shares irrespective of who the minority shareholders are. We believe that this is still very achievable, and we will continue our efforts to acquire PLIVA in accordance with Croatian takeover law and HANFA’s instructions. We have already scheduled a meeting with high-ranking members of the U.S. Federal Trade Commission (FTC) for July 5, 2006, and are committed to obtaining accelerated FTC review that will permit Barr to launch a tender offer expeditiously.”
It is critically important that all shareholders have the truth about the process, and to that end, we are addressing the following market misinformation.
The government will not sell its stake in PLIVA.
The government has publicly indicated that it is able to sell its shares and has indicated that they may be willing to discuss the sale of its PLIVA portfolio, if the new owner of PLIVA was willing to keep headquarters and production in Zagreb and would be willing to keep current employment rates. Barr has indicated its willingness to do both, and has indicated that it is considering accelerating investment in jobs and facilities, as well as transferring the production of some of its pharmaceutical products to PLIVA facilities from the United States.
Actavis’ Claimed 20.4% stake in PLIVA
A majority of the stake that Actavis claims to have in PLIVA at this time involves options to purchase shares, and not direct ownership. We do not believe that Actavis has provided any details on these option arrangements and Barr encourages all shareholders to recognize that options are normally conditional.
Actavis has stated that its offer is not conditional upon regulatory approval in the United States.
As a company with significant operations in the United States, Actavis is bound by the same review by the Federal Trade Commission that Barr must also seek.
Barr should be buying shares in PLIVA just as Actavis is doing.
In fact, Barr was constrained from making private purchases of PLIVA shares because of U.S. antitrust regulations and now cannot buy shares because it is involved in the formal bid process before HANFA. Since Barr has filed its intention to acquire PLIVA with HANFA, we are unable to acquire shares unless it is part of the tender process.
Actavis has stated that it is more complementary to PLIVA than Barr.
In fact, Barr represents the better business partner for PLIVA, in that capabilities, facilities, markets and products have very limited, if any, overlap. Among the many synergies, which will increase over time, are:
* expansion of PLIVA’s injectables and creams & ointments technologies into the U.S. market; * improved operating margins by maximizing PLIVA’s production capabilities outside of the United States; * expanded new product filings through increased R&D investment; * reduced clinical costs by utilizing PLIVA’s bio-study lab resources in Goa, India; * expanded product offerings in European and Russian markets by introducing select Barr products; and * utilization of PLIVA’s API capabilities to enhance profitability of worldwide generic business.
“Barr offers the best opportunity for utilizing the skills and expertise of PLIVA management and employees,” Downey concluded. “We are confident that our offer, as well as our commitment to maximize PLIVA’s capabilities and its facilities, represents the best business option for PLIVA’s employees, the people of Croatia, and investors and shareholders in PLIVA.”
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, 2005.
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.
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Barr Pharmaceuticals, Inc.
CONTACT: Carol A. Cox, of Barr Pharmaceuticals, Inc., +1-201-930-3720,ccox@barrlabs.com
Web site: http://www.barrlabs.com/
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