Perrigo Acquires Israeli Firm

November 15, 2004
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ALLEGAN — Perrigo Co. (Nasdaq: PRGO), the world’s largest manufacturer of store brand over-the-counter pharmaceutical and nutritional products, and Agis Industries (1983) Ltd. (Tel Aviv: AGIS), a developer and manufacturer of specialized generic pharmaceuticals and active pharmaceutical ingredients (API), today announced that they have signed a definitive merger agreement to create a leading diversified health-care company.

Agis is the second-largest pharmaceutical company in Israel. The combined entity will be called Perrigo Co.

Both boards unanimously approved a plan in which Agis’ stockholders will receive 0.8011 shares of Perrigo stock and $14.93 in cash for each ordinary share of Agis they own. Based on the closing price of Perrigo’s stock on Nov. 12, the offer represents a total transaction value of $818 million, or $29.87 per Agis share, a 21.4 percent premium to Agis’ closing price on Nov. 14. The total consideration will be approximately 21.9 million shares of Perrigo stock and $409 million in cash.

Upon completion of the transaction, Perrigo’s stockholders will own approximately 77 percent of the combined company and Agis’ stockholders will own approximately 23 percent.

“This is the right transaction at the right time. We now have the platform to fully launch our generic strategy,” said David Gibbons, Perrigo chairman, president and chief executive officer. “Perrigo and Agis have consistently grown earnings and value for shareholders. We are pleased with this combination of two great companies, which brings us talent, technology and exciting new opportunities. With its prescription generic drugs, active pharmaceutical ingredients and over-the-counter pharmaceutical businesses, Agis is the perfect partner to facilitate growth in the global pharmaceutical marketplace. Adding its products, pipeline and proprietary technologies to our consumer health care business and broad customer base provides us the opportunity to accelerate growth. We look forward to working with (Agis Chairman) Mori Arkin and his colleagues. We have been looking for this kind of opportunity for some time and we are delighted to have found it.”

The cash portion of the acquisition will be financed through a combination of Perrigo’s cash on hand and bank debt. The transaction is expected to close during the second calendar quarter of 2005.        

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