Currently, Barr does not hold a single Pliva stock, neither directly nor through joint activities with other parties, Barr said in the announcement published in the National Gazette and Vecernji List daily.
"The only condition to our tender will be acceptances that result in Barr holding more than 50% of Pliva's shares irrespective of who the minority shareholders are. We believe that this is still very achievable, and we will continue our efforts to acquire PLIVA in accordance with Croatian takeover law and instructions from the Croatian Financial Services Supervisory Agency (HANFA). We have already scheduled a meeting with high-ranking members of the U.S. Federal Trade Commission (FTC) for July 5, 2006, and are committed to obtaining accelerated FTC review that will permit Barr to launch a tender offer expeditiously," Barr said.
Barr today announced that the Company's Board of Directors unanimously reaffirmed its commitment to the official Croatian Financial Services Supervisory Agency (HANFA) takeover process for Zagreb-based Pliva drugs company. Barr's Board directed management to correct market misinformation regarding Barr's ability to compete for the acquisition of Pliva and authorised management to utilise all available means to expedite the acquisition of Pliva if Barr's official tender is approved by HANFA.
HANFA issued a statement last week following announcements about the takeover of Pliva, stressing that "any 'takeover' other than a legally stipulated one would not be tolerated".
"The Agency only yesterday (28 June 2006) received the Note on the intention to publish a takeover bid from Barr Laboratories Europe B.V.i.o., Amsterdam, Kingdom of the Netherlands, all in accordance with Article 5 Paragraph 2 of the Act on the Takeover of Joint Stock Companies. With this Note the offeror is obliged to act in accordance with the Act on the Takeover of Joint Stock Companies. We would like to emphasize that within seven days after the publication of the takeover bid, the issuer's supervisory board must publish a substantiated opinion on the takeover bid," HANFA said in a statement issued on its website last Thursday, adding that information given so far by the issuer's supervisory and management boards was not in accordance with provisions of the Act on the Takeover of Joint Stock Companies and was yet to follow.
Barr said in its announcement today that the takeover process was far from being over, and the competition for ownership of Pliva was just beginning, and would commence in earnest once Actavis (an Icelandic company also interested in Pliva) has submitted its official HANFA notification and confirming bid. "Once this step has been completed, shareholders will have greater clarity into the true value of both bids, and we strongly encourage investors to wait and follow HANFA approved processes before committing to sell shares," Barr said.
After Pliva's Supervisory Board recommended to shareholders last week to accept Barrs offer to purchase Pliva's entire issued capital for 705 kuna a share, as well as a 12 kuna dividend, Iceland's Actavis had submitted a better offer for Pliva
Last Friday Barr Pharmaceuticals said it had increased its offer to purchase the entire issued capital of Pliva to about 2.3 billion US dollars in cash, after the Icelandic company Actavis said a day before that it had improved its offer for taking over Pliva and offered namely 735 kuna per share.
Under the new offer from Barr, Pliva stock-holders who decide to sell their stocks would be able to do so and receive 743 kuna in cash per share, which equates to about US$25.73 per each Global Depositary Receipt (GDR) at current exchange rates. Stock-holders who decide to sell will also receive a 12 kuna per share dividend, which for shareholders means a 755 kuna cash payment per share, the US company reported.