Biovail to Acquire DJ Pharma for $212.5 Million; Establishing a Significant US Sales and Marketing Capability; Transaction to be Accretive to Earnings Per Share.

Business Editors, Health & Medical Writers

TORONTO--(BW HealthWire)--Oct. 4, 2000

Biovail Corporation (NYSE:BVF)(TSE:BVF) and DJ Pharma today announced that they have entered into a definitive agreement, subject to regulatory approvals and certain closing conditions, under which Biovail will acquire 100% of DJ Pharma Inc., a privately held specialty pharmaceutical sales and marketing company. The transaction is subject to DJ Pharma shareholder approval, however, holders of a majority of the outstanding shares have contractually committed to approving the transaction. The Board of Directors for both Biovail and DJ Pharma have unanimously approved the transaction and expect the transaction to close by the end of the month.

Under the terms of the agreement, Biovail will acquire all of DJ Pharma's outstanding common stock for $162.5 million in cash plus the assumption of approximately $50 million of debt and the transaction will be accounted for using the purchase method of accounting. Biovail expects the transaction to be accretive to 2000 earnings and in future years.

DJ Pharma is engaged in the marketing and selling of branded products to physicians for the treatment of respiratory and allergy conditions and skin and soft tissue infections. DJ Pharma currently promotes products developed by other companies such as Eli Lilly and Co., Schering-Plough, Dura Pharmaceuticals, Abbott Laboratories and Adams Laboratories. DJ Pharma has approximately 300 pharmaceutical sales representatives at this time detailing products to high prescribing primary care and pediatric healthcare professionals.

Eugene Melnyk, Chairman of the Board of Biovail commented, "This transaction significantly enhances Biovail's ability to establish a North American pharmaceutical business. DJ Pharma provides Biovail with existing product revenues, a professional management team and an infrastructure that Biovail can expand upon and grow thereby enhancing the revenue and profitability potential of our NDA branded pipeline. This acquisition builds on our stated strategy of developing a high caliber sales force in the US market that would complement our Canadian Crystaal operation and provide us with a full North American sales presence. Since its inception in 1998, DJ Pharma has realized significant growth through the strategic selection, in-licensing and marketing of key products. We expect to see even more dramatic growth in the future as we focus on new opportunities and expand the sales force accordingly."

Jim Newman, President and CEO of DJ Pharma commented, "Biovail's growth rate for the last few years has been dramatic and we are excited to be a part of the future growth of the combined business. Biovail's pipeline of controlled-release versions of high growth, well accepted multi-dose products provides us the opportunity to significantly expand our future product offering and build a significant sales organization."

Biovail Corporation is an international full-service pharmaceutical company, engaged in the formulation, clinical testing, registration, manufacture, selling and marketing of drug products utilizing advanced drug delivery technologies.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995. To the extent any statements made in this release contain information that is not historical, these statements are essentially forward looking and are subject to risks and uncertainties, including, but not limited to, the difficulty of predicting FDA approvals, acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, new product development and launch, reliance on key strategic alliances, availability of raw materials, the regulatory environment, fluctuations in operating results and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission. Additionally, the forward-looking statements in this communication include statements about future financial and operating results and the proposed merger. The following factors, among others, could cause actual results to differ materially from those described herein: inability to obtain, or meet conditions for the merger, including but not limited to, approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; the risk that the Biovail and DJ Pharma businesses will not be integrated successfully; the costs related to the merger; and other economic, business, competitive and/or regulatory factors affecting Biovail's and DJ Pharma's businesses generally.