201-930-3300
CONTACT: Carol A. Cox, 201-930-3720 EMAIL: [email protected]
Barr Completes Acquisition of Women's Capital Corporation
and Plan B® Emergency Contraceptive
Woodcliff Lake, NJ — February 26, 2004...
Barr Pharmaceuticals, Inc. (NYSE-BRL) today announced that it has completed
its acquisition of all outstanding shares of Women"s Capital Corporation
(WCC), a privately held company, through a merger with an indirect subsidiary
of Barr. WCC is the owner of the emergency contraceptive Plan B® (levonorgestrel). A
letter of intent related to the transaction was executed and announced in
October 2003.
Plan B, which
contains the synthetic progestin levonorgestrel, is
an emergency contraceptive that can be used to prevent pregnancy following
unprotected intercourse or contraceptive failure. To be effective, the product needs to be
taken as soon as possible within 72-hours. The Plan B emergency contraceptive
is currently available by prescription only in the
Barr
agreed to pay a total of approximately $21 million, net of cash acquired,
including approximately $9 million of assumed liabilities. At closing, Barr will pay WCC approximately
$7 million in cash and will also issue a four-year promissory note of $6.5
million to WCC. In addition, at closing Barr will pay approximately $6.7
million to discharge most of the assumed liabilities, with the remaining
liabilities due over a two-year period.
The
Company is finalizing its purchase price allocation but expects that the
purchase price will be allocated to the current prescription-only Plan B
emergency contraceptive product, a portion to in-process research and
development related to the Over-the-Counter (OTC) product application for Plan B emergency
contraceptive, and the remainder to good will. Excluding the in-process
research and development costs, the Company expects the transaction to be
neutral to earnings in fiscal 2004, which ends
In
a related transaction, the Company is acquiring certain emergency contraception
assets and technology from Gynetics Inc. for an
upfront payment of approximately $4.2 million and future royalties.
Update
on Status of Plan B Emergency Contraceptive
On
Based
on its ongoing dialogue with FDA, Barr indicated that it is expecting a
decision regarding OTC status for the Plan B emergency contraceptive within 90
days of the original
On
Taken within
72-hours of unprotected intercourse, Plan B has been shown to reduce the risk
of pregnancy by 89 percent after a single act of unprotected sex. Effectiveness declines as the interval
between intercourse and the start of treatment increases. Plan B is most effective when taken within
the first 24-hours after intercourse.
The decline in efficacy from a delay in treatment is why a broad range
of health professionals believe that barriers to more timely access to Plan B
should be removed, including making the product broadly available without
prescription.
Emergency
contraception is currently available in 101 countries, 33 of which do not
require a prescription. Emergency
contraception is currently available in a limited number of pharmacies in five
Progestin-only
contraceptive pills (POPs) are used as a routine method
of birth control over longer periods of time, and are contraindicated in some
conditions. It is not known whether
these same conditions apply to the Plan B regimen consisting of the emergency
use of two progestin pills. POPs, however, are not
recommended for use in the following conditions: known or suspected pregnancy;
hypersensitivity to any component of the product; and undiagnosed abnormal
genital bleeding.
Barr Pharmaceuticals, Inc. and its subsidiaries
are engaged in the development, manufacture and marketing of generic and
proprietary pharmaceuticals.
This press release contains a number of forward-looking statements. To
the extent that any statements made in this press release contain information
that is not historical, these statements are essentially forward-looking.
Forward-looking statements can be identified by their use of words such as
"expects," "plans," "will," "may," "anticipates," "believes," "should,"
"intends," "estimates" and other words of similar meaning. These statements are
subject to risks and uncertainties that cannot be predicted or quantified and,
consequently, actual results may differ materially from those expressed or
implied by such forward-looking statements. Such risks and uncertainties include:
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 difficulty of predicting the timing of U.S. Food
and Drug Administration, or FDA, approvals; court and FDA decisions on
exclusivity periods; the ability of competitors to extend exclusivity periods
for their products; the success of our product development activities; 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; the ability to
develop and launch new products on a timely basis; the availability of raw
materials; the availability of any product we purchase and sell as a
distributor; our mix of product sales between manufactured products, which
typically have higher margins, and distributed products, which typically have
lower margins, during any given period; 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 new enterprise resource planning systems; fluctuations in
operating results, including the effects on such results from spending for
research and development, sales and marketing activities and patent challenge
activities; and other risks detailed from time to time in our filings with the
Securities and Exchange Commission.
[EDITOR'S ADVISORY: News releases for Barr Pharmaceuticals, Inc.
and its subsidiaries are available free of charge through PR Newswire's News
On-Call site at http://www.prnewswire.com/comp/089750.html. Barr news releases and corporate information
are also available on Barr"s website (www.barrlabs.com).
For
complete indications, warnings and contraindications, contact Barr Laboratories'
Product Information Department at 1-800-Barr Lab. Plan B® is a
registered trademark of Women"s Capital Corporation.]
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