Bio-Technology General Corp. Adopts Stockholder Rights Plan.

ISELIN, N.J.--(BUSINESS WIRE)--Oct. 8, 1998--Bio-Technology General Corp. (NASDAQ:BTGC) today announced that its Board of Directors adopted a Stockholders Rights Plan on October 7, 1998 to strengthen the ability of the Board of Directors to protect BTG's stockholders.

The plan is designed to ensure that all BTG stockholders receive fair treatment in the event of an unsolicited attempt to gain control of the Company, and to discourage certain coercive takeover tactics. The plan is intended to enable all BTG stockholders to realize the long-term value of their investment in BTG. It is not intended to prevent an offer that the BTG Board concludes is in the best interests of BTG and its stockholders. The plan has not been adopted in response to any specific takeover threat, and the BTG Board is unaware of any effort by a third party to acquire control of the Company.

To implement the plan, BTG's Board of Directors declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of BTG Common Stock held of record at the close of business on October 22, 1998. Each Right represents a contingent right to purchase, under certain circumstances, a fractional share of a newly created series of BTG preferred stock.

The Rights will become exercisable and trade separately from the BTG Common Stock upon the public announcement of the acquisition by a person or group of 20% or more of BTG's Common Stock, or 10 days after the commencement of a tender or exchange offer for 20% or more of BTG's Common Stock. The Rights expire October 6, 2008 unless redeemed earlier by BTG's Board of Directors. The Rights can be redeemed by BTG's Board at a price of $0.01 per Right at any time before the Rights become exercisable, but thereafter only in limited circumstances. The Rights distribution will not be taxable to stockholders.

Bio-Technology General Corp., a leading biopharmaceutical company, develops, manufactures and markets genetically engineered and other products for human health care. BTG's products are marketed in over 30 countries worldwide. The Company's product sales and diluted earnings per share for the first six months of 1998 were $32.7 million and $0.16, respectively. Fortune magazine has ranked BTG among America's top 100 fastest-growing companies. The ranking, which appears in the September 28, 1998 issue, was compiled by looking at earnings-per-share growth over three years, using a moving four-quarter sum. Each of the 100 companies achieved annual revenue growth of at least 30%.

Statements in this news release concerning the Company's business outlook or future economic performance, anticipated profitability, revenues, expenses or other financial items; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements" as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties and factors include, but are not limited to, changes and delays in product development plans and schedules, customer acceptance of new products, changes in pricing or other actions by competitors, patents owned by the Company and its competitors, and general economic conditions, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission.