Acquisition
Provalis PLC
4 December 2001
For Immediate Release 4 December 2001
Provalis plc
Completion of the Acquisition of Diclomax(R) Products From Parke-Davis
(Pfizer)
Provalis plc, the integrated healthcare company, is pleased to announce that
its acquisition of the trademarks, UK marketing licences, goodwill and stocks
of the Diclomax products from Parke-Davis & Co Limited (PD), a subsidiary of
Pfizer Inc, was approved at it's Extraordinary General Meeting held yesterday,
with 99% of those shareholders who voted voting in favour. Following this
approval from shareholders, the acquisition was completed after close of
business yesterday.
As announced on 25th October 2001, the total cash consideration payable by
Provalis will be £14.5 million, payable by means of an initial instalment of £
1.9 million, with the balance of £12.6 million payable over 3 years. There
will also be a further payment of up to £0.8 million for stocks.
Phil Gould, CEO of Provalis said, 'We are very pleased that the acquisition of
the Diclomax products, which is a landmark deal for Provalis, received such
over-whelming support from our shareholders. These products, which had
aggregate sales of £6.7 million in the year to 31 December 2000, will almost
double the turnover of our Healthcare division, will significantly increase
our Group revenues and will improve our margins. Following completion of the
acquisition yesterday evening, we will now begin selling these products to our
customers today.'
END
Provalis' Internet Website ; http://www.provalis.com
N M Rothschild & Sons Limited, which is regulated in the UK by The Financial
Services Authority, is acting as financial adviser to Provalis and no-one
else in relation to this Acquisition and will not be responsible to anyone
other than Provalis for providing the protections afforded to its customers or
for providing advice in relation to the proposed Acquisition.
'Safe Harbor' Statement under the US Private Securities Litigation Reform Act
of 1995: Statements in this announcement that relate to future plans,
expectations, events, performances and the like are forward-looking statements
as defined in the US Private Securities Litigation Reform Act of 1995. Actual
results of events could differ materially from those described in the
forward-looking statements due to a variety of factors. Such factors include,
among others: the success of the Group's research and development strategy;
uncertainties related to future trial results and the regulatory process; the
execution and success of collaborative agreements with third parties; the
impact of future laws, regulations and policies; the Group's intellectual
property position and the success of patent applications for its products and
technologies; stock market trends in the Group's sector; the Group's
dependence on key personnel; general business and economic conditions; and
other factors beyond the Group's control that may cause the Group's available
capital resources to be used more quickly than expected. These and other
factors that could affect the Company's future results are more fully
described in its filings with the US Securities and Exchange Commission, in
particular the latest 20-F filing, copies of which are available from the
Company Secretary at the Company's registered address.
For further information:-
Dr Phil Gould, Chief Executive, Provalis plc, Tel: 01244 833463
Mr Neil Kirkby, Finance Director, Provalis plc, Tel: 01244 833552
Lisa Baderoon, Buchanan Communications, Tel: 020 7466 5000
David Forbes, N M Rothschild & Sons Ltd, Tel: 0113 200 1900
Corporate and Public Affairs, Pfizer Limited, Tel: 01304 616161
Notes to Editors
Provalis plc (LSE.PRO and NASDAQ.PVLS) is an integrated healthcare company
with three separate divisions:
Healthcare - This division sells and markets branded, third party,
prescription medicines in the UK to GPs and hospitals through its own
regionally managed 42 man sales force. This division sells products in the
areas of gastroenterology, muscular-skeletal disorders, osteoporosis, migraine
and osteoarthritis.
Medical Diagnostics - This division develops and sells medical diagnostic
products to world markets through distributors. The division has an
established business in diagnostic products for infectious diseases and has
recently launched the innovative products GlycosalTM and OsteosalTM in the
areas of diabetes and osteoporosis respectively.
Therapeutic R&D - This division develops a range of vaccine candidates for
infectious diseases through a network of research collaborators.
The Diclomax(R) Products
The Diclomax products have been available on the UK market since 1992, and are
licensed for the treatment of osteoarthritis, rheumatoid arthritis, acute
joint pain, strains and sprains, and pain and inflammation in orthopaedic,
dental and other minor surgery. The segment of the UK pharmaceutical market in
which Diclomax competes is currently worth £220 million per annum.
Diclofenac itself is a well established NSAID agent and has been on the UK
market for over 20 years. Diclofenac products had UK retail sales of over £80
million in 2000.
The Diclomax products are currently sold by Parke-Davis & Co Limited, a
subsidiary of Pfizer Inc, to pharmaceutical wholesalers who supply pharmacies
and hospitals in the UK. The products are only available on prescription from
doctors and consultants in the UK.
Pfizer
Pfizer, with its headquarters in New York, is a research-based global
pharmaceutical company. Pfizer discovers, develops, manufactures and markets
leading prescription medicines for humans and animals, and many of the world's
best known consumer products. Since 1990 Pfizer has invested over £1 billion
in the UK and is one of the top three suppliers of medicines to the NHS.