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Ivax to make offer to acquire Polish pharma company Polfa Kutno
Miami | Thursday, April 15, 2004, 08:00 Hrs  [IST]

Ivax Corporation, a multinational pharmaceutical company, announced that it intends to make an offer to acquire, in exchange for Ivax stock, up to 100 per cent, but not less than 75 per cent, of the shares of Kutnowskie Zaklady Farmaceutyczne Polfa SA ("Polfa Kutno"), a Polish pharmaceutical company listed on the Warsaw Stock Exchange. The price would be 310 PLN ($79.49, using an exchange rate of 3.9 PLN to the dollar) if between 75-92 per cent of Polfa Kutno's shares are tendered to Ivax. If 92 per cent or more of Polfa Kutno's shares are tendered, the price would be raised to 325 PLN ($83.33) for all shares tendered. As of year-end 2003, Polfa Kutno had approximately 1,877,000 shares outstanding.

The Ivax shares may be in the form of common stock or Polish depositary receipts ("PDRs"), representing shares in the common stock of Ivax. The common stock or the PDRs would be listed on the Warsaw Stock Exchange. Ivax' shares are presently traded on the American, London, Frankfurt, and Munich Stock Exchanges. The offer is subject to the customary conditions, including the approval of the Polish Securities Commission and admission of the common stock or the PDRs to public trading in Poland.

Polfa Kutno, headquartered in Warsaw, produces and sells a wide variety of prescription and over-the-counter ("OTC") products and is one of Poland's leading pharmaceutical companies. Polfo Kutno's production facility has received a GMP (Good Manufacturing Practices) certificate in conformity with the recommendations of the World Health Organization and EU directives. Polfa Kutno's revenues for 2003 exceeded 245 million PLN, with net profit of over 30 million PLN. In 2002, Polfa Kutno received the Silver Bull prize, awarded by the Warsaw Stock Exchange for the highest return on invested capital in 2001. From 2000-2003, Polfa Kutno's pharmaceutical sales increased at a rate of over 20 per cent compounded.

Ivax has also agreed to support Polfa Kutno's efforts to acquire shares of Jelfa S.A., another of Poland's leading Pharmaceutical companies, from the State Treasury. Jelfa sells a wide range of pharmaceutical products.

Ivax has also entered into a Letter of Intent for commercial collaboration with Polfa Kutno.

Phillip Frost M.D., Ivax Corporation chairman and chief executive officer, commented, "Ivax, having had a positive experience with our own small company in Poland, is eager to increase our presence in this important and growing market, the largest in Central Europe. Our existing Polish Company, Ivax Poland, would be merged with Polfa Kutno. Our experience indicates that the high level of professional talent there provides a basis for making our Polish business a valuable member of the Ivax family."

Neil Flanzraich, Ivax Corporation vice chairman and president, said, "Poland is one of the largest and most important markets in Europe. The proposed acquisition of Polfa Kutno, and, in due course, Jelfa S.A., would make Ivax one of the leading pharmaceutical companies in Poland, and would enhance our already strong position throughout Central and Eastern Europe."

Polfa Kutno's president and chief executive officer, Janusz R. Guy, said, "We are excited about the prospects of becoming a member of Ivax' multinational operations. With Ivax' portfolio of products, corporate philosophy and already proven success in Central Europe, we will further strengthen and advance our position in the Polish market. We are proud that the hard work of Polfa Kutno's people throughout the privatization and restructuring process is now resulting in attracting such a prominent and solid multinational industry investor. Ivax' support of the acquisition of Jelfa S.A. shares from the State Treasury is evidence of a serious approach to the Polish market which will benefit Polish investors, the pharmaceutical industry and patients."

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