Construction Agreements  >  All Construction Agreements by Industry  >  Health Products and Services  >  Agreement Preview
Agreement#: AG-476119
Pages: 4 pages
Format: MS Word, WordPerfect and other RTF formats are supported. MS Word Compatible
Price: $35.00
Click the "Add To Cart" button to download the full agreeement.
Add To Cart


See other similar agreements:

TSX Symbol (toronto Stock Exchange):

Effective Date: April 10, 2003
Parties:

Axcan Pharma

Sectors: Biotechnology / Pharmaceuticals
Law Firms: Latham & Watkins
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 99(a)(1)(F)


[AXCAN PHARMA LOGO] AXCAN PHARMA INC. 597, boul. Laurier
Mont-Saint-Hilaire (Que9bec)
Canada J3H 6C4

Te9l.: (450) 467-5138
1 (800) 565-3255
Fax: (450) 464-9979

www.axcan.com SOURCE: AXCAN PHARMA INC.
TSX SYMBOL (Toronto Stock Exchange):

AXP Nasdaq SYMBOL (Nasdaq National Market): AXCA
DATE:

April 10, 2003 Press Release for immediate distribution

AXCAN PHARMA COMMENCES ALL-CASH OFFER FOR SALIX PHARMACEUTICALS
AT US$8.75 PER SHARE

MONT ST. HILAIRE, Quebec, Canada Axcan Pharma Inc. (NASDAQ: AXCA) today announced that it is commencing a cash tender offer of US$8.75 per share for all of the outstanding shares of common stock of Salix Pharmaceuticals, Ltd. (NASDAQ: SLXP). The offer price represents a 40% premium to Salix's average closing share price over the past 30 days and an aggregate value for Salix of approximately US$203 million. The offer is being made by Saule Holdings Inc., a wholly owned Delaware subsidiary of Axcan.

In connection with this offer, Le9on F. Gosselin, the Chairman, President and Chief Executive Officer of Axcan, delivered the following letter to the Salix Board of Directors today:

April 10, 2003

Board of Directors
Salix Pharmaceuticals, Ltd.
8540 Colonnade Center Dr., Suite 501
Raleigh, NC 27615

Ladies and Gentlemen:

As you are aware, we have expressed interest in pursuing a negotiated transaction with Salix numerous times over the past several years. In recent months, David W. Mims and I have made several attempts to discuss the possibility of a strategic transaction with representatives of Salix, and each time our efforts have been unsuccessful to the detriment of Salix's stockholders. The recent cancellation of a proposed meeting and continuing refusal to engage in discussions leave us no choice but to go directly to Salix's stockholders.

Accordingly, we advise you that today Axcan commenced an all-cash tender offer to acquire all outstanding shares of Salix for a price of US$8.75 per share. This price represents a 40% premium over Salix's latest thirty trading day average market price and a 47% premium over the company's latest sixty trading day average.

Salix's recently amended shareholder rights plan, or "poison pill," effectively prevents consummation of our offer, unless redeemed or amended by Salix's Board of Directors. If we do not have meaningful discussions leading to a negotiated acquisition agreement, and if the Salix Board does not redeem or amend the poison pill to permit the proposed transaction, we intend to nominate a slate of independent directors for election at Salix's Annual Meeting scheduled for June 19, 2003.

We have taken these steps reluctantly, but have no choice given the unproductive results of our earlier discussions and the timing limitations imposed by your annual meeting.

1

We are resolute in pursuing this course, but continue to believe that a negotiated agreement is in the best interest of your stockholders. We strongly urge you to take the necessary steps to uphold your fiduciary duties on their behalf. Should there be any basis for us to talk, please contact me immediately.

Sincerely,

(signed)
Le9on F. Gosselin
Chairman, President and Chief Executive Officer

Mr. Gosselin said, "This transaction fits perfectly with our proven strategy of growing ...

*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.