|ICN Pharmaceuticals to Tender for Outstanding Shares of Ribapharm|
COSTA MESA, Calif., June 2 /PRNewswire-FirstCall/ -- ICN Pharmaceuticals, Inc. (NYSE: ICN), today announced that it intends to make a tender offer for all of the outstanding shares of its subsidiary, Ribapharm Inc. (NYSE: RNA) that it does not already own. ICN currently owns approximately 80.1% of the outstanding common stock of Ribapharm and intends to offer to acquire the balance of Ribapharm common stock at a price of $5.60 per share in cash, representing a 20.2 percent premium over the one month average closing price of $4.66. The aggregate consideration payable under the offer for all of the outstanding Ribapharm shares would be approximately $168 million.
"We have conducted a comprehensive assessment of the best course of action with respect to our investment in Ribapharm, including an analysis of Ribapharm's value and the uncertainties and challenges that we believe are likely to remain with Ribapharm for sometime," said ICN Chairman and Chief Executive Officer Robert W. O'Leary. "We have concluded that now is an appropriate time to re-integrate Ribapharm, and we believe that this offer will provide stability to Ribapharm and its critical scientists, eliminate distractions, and better enable us to focus our efforts on augmenting our growing specialty pharmaceutical business."
ICN expects to file offering materials with the Securities and Exchange Commission and commence the tender offer within seven to ten days. At that time, offering materials will be mailed to Ribapharm stockholders. The commencement and completion of the tender offer does not require approval of the Ribapharm board of directors. Under applicable law, however, Ribapharm is required to file with the SEC a statement as to its position on the offer as well as other information within 10 business days of the date on which the offer is commenced.
The tender offer will be conditioned upon, among other things, the tender of a majority of Ribapharm shares not held by ICN or its affiliates, and ICN's ownership of at least 90% of the Ribapharm common stock on a fully diluted basis. The tender offer will not be conditioned on ICN obtaining any financing.
Following successful completion of the tender offer, ICN intends to effect a "short-form" merger, in which any shares not acquired by ICN in the tender offer would be acquired at the same $5.60 per share cash price paid in the tender offer.
Ribapharm stockholders and other interested parties are urged to read ICN's tender offer statement and other relevant documents filed with the SEC when they become available because they will contain important information. Ribapharm stockholders will be able to receive such documents free of charge at the SEC's web site, www.sec.gov, or from ICN at 3300 Hyland Avenue, Costa Mesa, CA 92626, Attn: Investor Relations.
ICN is an innovative, research-based global pharmaceutical company that manufactures, markets and distributes a broad range of prescription and non-prescription pharmaceuticals under the ICN brand name. Its research and new product development focuses on innovative treatments for dermatology, infectious diseases and cancer.