Andrx and Cybear Boards Approve Tracking Stock Recapitalization Plan.Business Editors FORT LAUDERDALE Fort Lauderdale (lô`dərdāl), residential, commercial, and resort city (1990 pop. 149,377), seat of Broward co., SE Fla., on the Atlantic coast; settled around a fort built (c.1837) in the Seminole War, inc. 1911. , Fla. and BOCA RATON Boca Raton (bō`kə rətōn`), city (1990 pop. 61,492), Palm Beach co., SE Fla., on the Atlantic; inc. 1925. Boca Raton is a popular resort and retirement community that experienced significant industrial development in the 1970s and 80s. , Fla.-- (BUSINESS WIRE)--March 24, 2000 Andrx Corporation (Nasdaq:ADRX ADRX Andrx Corporation (stock symbol) ) and Cybear, Inc. (Nasdaq:CYBA CYBA Charter Yacht Broker Association CYBA Conejo Youth Basketball Association (Conejo Valley, California) CYBA California Yacht Brokers Association CYBA Cybertron Army CYBA Columbia Yacht Brokers Association ) today announced that they have executed a definitive agreement with respect to their previously announced tracking stock recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. plan. This plan, which was recommended to the Cybear Board of Directors by its Special Committee and approved by the Boards of both Cybear and Andrx, will create a new class of Andrx common stock to separately track the performance of Cybear ("Cybear Group Common"). The plan will be submitted to Andrx and Cybear shareholders for approval later this year. Pursuant to an Agreement and Plan of Merger and Reorganization (the "Agreement"), Andrx will acquire all of the publicly traded shares of common stock of Cybear in a tax-free "roll-up" merger. Public shareholders currently own approximately 5.4 million shares, or 30.5%, of the common shares of Cybear, and those shareholders will receive one share of Cybear Group Common for every Cybear share they currently own. In the recapitalization, the number of Cybear shares held by Andrx will be reduced from 12.4 million shares to 10.3 million shares so as to provide the equivalent of a 20% increase in shares held by the non-Andrx shareholders of Cybear. As a result, the non-Andrx shareholders of Cybear will own approximately 34.5% of the Cybear Group Common following the closing of the transaction. Pursuant to the Agreement, each Andrx common share will be converted into (i) one share of Andrx Group Common and (ii) approximately .1622 shares of Cybear Group Common, after giving effect to Andrx' pending two-for-one stock split (in the form of a stock dividend) announced on March 1, 2000. Upon completion of the recapitalization, (i) Cybear will be 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 Andrx with 100% of its value publicly traded in the form of Cybear Group Common; (ii) current Cybear shareholders will own approximately 34.5% of the Cybear Group Common; and (iii) current Andrx shareholders will own 100% of the Andrx Group Common and approximately 65.5% of the Cybear Group Common. Andrx intends to file an application to list Cybear Group Common on the NASDAQ allowing such shares to continue to be listed on the NASDAQ under the symbol "CYBA". Andrx and Cybear will be filing a preliminary joint proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and a registration statement with respect to the proposed transaction with the U.S. Securities and Exchange Commission ("SEC"), which is subject to review by the SEC. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it constitute the solicitation of a proxy from shareholders by Andrx or Cybear, which will be made only by means of a proxy statement/prospectus once the registration statement becomes effective, in compliance with the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules of the SEC. Andrx is engaged in the formulation and commercialization of oral controlled-release pharmaceuticals utilizing its proprietary drug delivery technologies. In its ANDA ANDA abbr. abbreviated new drug application program, the Company is developing generic versions of selected high sales volume controlled-release brand name pharmaceuticals. In its NDA (Non Disclosure Agreement) An agreement signed between two parties that have to disclose confidential information to each other in order to do business. In general, the NDA states why the information is being divulged and stipulates that it cannot be used for any program, the Company is developing its own brand name formulations of certain existing drugs that it believes may be improved by the application of the Company's drug delivery technologies. The Company also markets and distributes pharmaceutical products manufactured by third parties and, through Cybear, Inc., is developing internet-based software and applications for the healthcare industry. Cybear, Inc., headquartered in Boca Raton, Fla., is an information technology company using the Internet to improve the efficiency of administrative and communications tasks of managing patient care. Cybear provides access to the Internet and the Cybear product line through its own Internet Service Provider Internet service provider (ISP) Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password. (ISP (1) See in-system programmable. (2) (Internet Service Provider) An organization that provides access to the Internet. Connection to the user is provided via dial-up, ISDN, cable, DSL and T1/T3 lines. ) system, delivering productivity applications to physicians, physician organizations, pharmacies, and hospitals and health information to consumers - while addressing the healthcare industry's critical need for secure and reliable transmission of information. Subscriptions to the Company's product designed for physicians are available online at www.Cybear.com or by calling 877.999.3001. Cybear offers free access to a variety of consumer health news and information on diseases and wellness to help the entire family manage its health at www.Cybear.com. Forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. (statements which are not historical facts) in this release are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," or "continue," or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. This release and additional information about Andrx Corporation are also available on the Internet at: http://www.Andrx.com or at http://www.cybear.com. |
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