Zentiva N.V. has signed an agreement for the acquisition of 51% of S.C. Sicomed S.A., the leading generics company in Romania via the acquisition of Venoma Holdings Limited for US$ 102 million in cash. Venoma is a holding company which owns a 51% interest in Sicomed, which is listed on the Bucharest Stock Exchange. The agreement with Venoma is subject to approval at a Zentiva shareholder meeting expected to be held in October 2005.

Zentiva intends to launch a Voluntary Tender Offer for the remaining 49% of Sicomed’s shares at a price per share equivalent to US$ 0.4797 in cash, representing a 37% premium to the average closing Sicomed share price for the one-month period ending 13 September 2005 and the closing exchange rate on that date. The VTO is subject to the approval of Zentiva shareholders and the Romanian National Securities Commission, and is expected to be complete around year-end.

The aggregate acquisition consideration of US$ 200 million will be funded by a combination of Zentiva’s existing cash resources and new committed facilities.

Jiri Michal, chairman and CEO of Zentiva, said, “The acquisition of Sicomed is in line with the strategy that we announced at the time of our IPO in 2004 of expanding into other key Central and Eastern European markets. Sicomed’s strong presence in the fast growing Romanian market, and in particular its unrivalled distribution network, will enable us to capitalise on our modern branded generic portfolio and deep product pipeline to build rapidly a clear leadership position in the primary care market.”