ATP Announces Merger Agreement.Business Editors/Health/Medical Writers SAN ANTONIO--(BUSINESS WIRE)--May 27, 2003 Advanced Tobacco Products Inc. d/b/a Advanced Therapeutic Products Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :AVTH) today announced that it has entered into a merger agreement with IVAX Corporation (AMEX AMEX See: American Stock Exchange :IVX) under which Advanced Tobacco Products Inc. ("ATP ATP: see adenosine triphosphate. ATP in full adenosine triphosphate Organic compound, substrate in many enzyme-catalyzed reactions (see catalysis) in the cells of animals, plants, and microorganisms. ") will become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of IVAX Corporation ("IVAX IVAX Industrial Vax (Dec Computer) "). The merger is subject to the approval of the shareholders of ATP. ATP expects to file a proxy statement shortly for use at a special meeting of its shareholders, which it anticipates, will be held during July 2003. Under the terms of the merger agreement, shareholders of ATP will receive shares of IVAX stock in exchange for their shares of ATP common stock. The shareholders of ATP will receive the number of shares of IVAX common stock determined by multiplying the number of outstanding shares of ATP common stock by $0.54 and dividing the result by the average closing price of a share of IVAX common stock for the 45 business days immediately preceding the closing of the merger. The number of shares of IVAX common stock which will be received by ATP shareholders is subject to possible reduction if at the closing of the merger ATP has less than $1,900,000 in cash, investments and net accounts receivable. ATP anticipates it will have approximately $1,900,000 in cash investments and net accounts receivable at the time of closing. IVAX is a multinational pharmaceutical company that discovers, develops, manufactures and markets branded and brand equivalent (generic) pharmaceutical and veterinary products in the U.S. and abroad. Headquartered in Miami, Fla., IVAX has operations in nearly 30 countries and its products are sold in more than 70 countries. The company is strategically focused on product diversification and geographic expansion in key pharmaceutical markets in North America; Western, Central, and Eastern Europe; Latin America; and Asia. IVAX has 8,000 employees worldwide, of whom more than 700 are involved in research and development. The IVAX portfolio currently includes prescription drugs for allergies, coughs and colds; intranasal steroid Nasarel(R) for treatment of allergic rhinitis; and an asthma product, QVAR(R), in a non-ozone depleting HFA HFA Harvard Film Archive (Harvard University) HFA Harry Fox Agency, Inc. HFA Housing Finance Agency (District of Columbia government) HFA Hyogo Framework for Action HFA High-Functioning Autism propellant. IVAX also markets or is developing a variety of asthma drugs in aerosol and non-aerosol formulations for delivery in its internally developed, patented Easi-Breathe(tm) breath activated inhaler and Airmax(tm) dry powder inhaler The Dry Powder Inhaler is generally a proprietary device to deliver medications for the treatment or maintenance management of respiratory diseases and conditions. These conditions or diseases may include Asthma, Bronchitis, Emphysema, COPD and Diabetes. . ATP developed the nicotine technology used by Pharmacia AB and Pharmacia and Upjohn Company (PHA PHA abbr. phytohemagglutinin PHA phytohemagglutinin, a plant lectin. ) to form the basis for its Nicotrol(R)/Nicorette(R) Inhaler ("Inhaler") product for use in the nicotine replacement therapy Nicotine replacement therapy A method of weaning a smoker away from both nicotine and the oral fixation that accompanies a smoking habit by giving the smoker smaller and smaller doses of nicotine in the form of a patch or gum. market. The Inhaler is a nicotine replacement product designed to help control a smoker's cravings for cigarettes while providing a key behavioral component of smoking, the hand-to-mouth ritual. ATP sold its patented nicotine technology, know-how and related assets to PHA in 1987. Under the purchase agreement, ATP has the right to receive product payments from sales of the Inhaler by PHA equal to 3% of PHA's net sales. ATP also has an agreement with PHA under which, among other matters, grants ATP the right to receive a royalty equal to .1% of net revenues received by PHA from the sale of any product using its nicotine impermeable impermeable /im·per·me·a·ble/ (-per´me-ah-b'l) not permitting passage, as of fluid. im·per·me·a·ble adj. Impossible to permeate; not permitting passage. copolymer technology. In addition, ATP has an exclusive worldwide license to certain dry powder nicotine inhaler technology from Duke University. ATP has obtained several patents covering this technology. ATP believes that a dry powder nicotine inhaler has the potential to be a future generation nicotine replacement product. ATP anticipates the closing of the merger transaction, subject to the approval of ATP shareholders, on or before Aug. 30, 2003. |
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