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Catalytica to Buy Glaxo Wellcome Pharmaceutical Plant in Greenville, N.C.

MOUNTAIN VIEW, Calif.--(BW HealthWire)--Feb. 5, 1997--Catalytica, Inc. (NASDAQ:CTAL) and Glaxo Wellcome Inc. announced today that they had signed a letter of intent for Catalytica to acquire Glaxo Wellcome's pharmaceutical production facility in Greenville, North Carolina as part of its expansion plans for its subsidiary, Catalytica Fine Chemicals, Inc.

The proposed agreement calls for Catalytica to purchase all of the buildings and equipment at the 1.8 million-square-foot facility, as well as the 600 acres of land on which it is situated. Under the agreement, Catalytica will enter into a manufacturing contract to supply designated Glaxo Wellcome prescription products with a potential revenue to Catalytica estimated at $800 million over five years. The portion of the plant's capacity not required by the Glaxo supply agreement is expected to be used to fill orders for prescription products, bulk actives, and intermediates from other partners and customers, including: Pfizer, Merck, Pharmacia & Upjohn and Novartis.

Under the terms of the proposed transaction, Catalytica will pay Glaxo Wellcome an undisclosed amount. The acquisition will be financed by a combination of an equity investment in Catalytica by Morgan Stanley Capital Partners and debt from a major global financial institution. In addition, Glaxo Wellcome will receive a minority equity stake in Catalytica Fine Chemicals. The agreement also provides for Glaxo Wellcome to receive a share of the profits from Catalytica's production of medicines in the Greenville site's sterile products facility.

Glaxo Wellcome said the proposed transaction reflects its confidence in Catalytica's overall business plan, and specifically its plan for the Greenville facility. "We have found a buyer with intimate knowledge of pharmaceutical production processes, a corporate culture that promotes growth and expansion, and a history of commitment to the community," said Larry Seigler, vice president and general manager of the site for Glaxo Wellcome. "Moreover, with the manufacturing contract, the equity stake, and the arrangement regarding the sterile products business, our strong ties to Greenville will remain intact, even though our ownership will end."

James A. Cusumano, chairman and CEO of Catalytica Fine Chemicals, said, "To Catalytica, the proposed purchase of Glaxo Wellcome's Greenville plant is the culmination of a search for additional capacity which we can offer to our existing pharmaceutical partners, and gives us room to add new partners. The Greenville facility, a well-equipped, multi-purpose, efficient plant with a talented and experienced work force, perfectly complements Catalytica's expertise in the technology of production processes and in quality control. Our new, mutually strategic relationship with Glaxo Wellcome, including the five-year product supply agreement, will enable us to greatly accelerate our plans for expanding Catalytica Fine Chemicals' market presence."

The plant will be managed by Gabriel R. Cipau, who will join Catalytica Fine Chemicals as president and chief operating officer. Dr. Cipau formerly was senior vice president in charge of the facility for Burroughs Wellcome Co. The plant became a Glaxo Wellcome facility when Glaxo and Wellcome merged in early 1995.

"I'm excited to be returning to Greenville, not only because of the growth opportunity for Catalytica, but also because of the opportunity to work again with many of the people I know and respect," Dr. Cipau said. "An important factor in our decision to acquire this site was the potential to employ an already-trained and highly skilled workforce, and I know the people at this facility are among the industry's best."

Catalytica, Inc. develops and produces advanced products that use proprietary catalytic technologies to lower manufacturing costs and reduce hazardous byproducts. Catalytica Fine Chemicals, Inc. develops and manufactures fine chemical building blocks for the pharmaceutical industry. Catalytica Combustion Systems develops advanced systems for the elimination of emissions generated by gas turbines.

Glaxo Wellcome Inc., headquartered in Research Triangle Park, North Carolina, is the nation's leading research-based pharmaceutical firm. A subsidiary of London-based Glaxo Wellcome plc, the company is committed to fighting disease by bringing innovative medicines and services to patients and to the health care providers who serve them.

Morgan Stanley Capital Partners is the private equity unit of Morgan Stanley Group Inc. (NYSE: MS), the global financial services firm. Consistent with its strategy of building a long-term private equity investment portfolio, Morgan Stanley Capital Partners has sponsored more than $3.2 billion of equity investments during the past 10 years in over 50 separate industrial and service companies around the world, with total underlying assets of approximately $23 billion.

This news release contains forward-looking statements regarding the transaction which is subject to completion of definitive documentation, due diligence, financing arrangements and regulatory approvals and consents, and if completed as to Catalytica's future operation of the facility which involves risks and uncertainty, including without limitation product development delays, changes in demand for Catalytica's products, changes in environmental regulations, the impact of FDA and other regulations on fine chemical manufacturing, and competition from pharmaceutical companies that produce their own fine chemicals and from other fine chemical manufacturers. Investors are encouraged to review Catalytica's Form 10-K for the year ended December 31, 1995 (Part II, Item 7) and Form 10-Q for the periods ended March 31, 1996, June 30, 1996, and September 30, 1996 for a more complete discussion of factors that could affect Catalytica's future performance.

Catalytica Web address: http://www.catalytica-inc.com

CONTACT: Financial Inquiries:

Catalytica, Inc.

Lawrence W. Briscoe, 415/940-6370

Chief Financial Officer

or

Industry and Media Inquiries:

Catalytica Fine Chemicals, Inc.

Jane Sutton, 415/940-6253

or

Salwen Business Communications

Peter Salwen, 212/242-5546
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Publication:Business Wire
Date:Feb 5, 1997
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