Zentiva to Acquire Control of Sicomed, Romania's Leading Generics Company

09-19-2005: Zentiva N.V. announced the signing of an agreement for the acquisition of 51% of S.C. Sicomed S.A., a generics company in Romania via the acquisition of Venoma Holdings Limited for US$ 102 million in cash. Venoma is a holding company which owns a 51% interest in Sicomed, which is listed on the Bucharest Stock Exchange. The agreement with Venoma is subject to approval at a Zentiva shareholder meeting expected to be held in October 2005.

Zentiva intends to launch a Voluntary Tender Offer ("VTO") for the remaining 49% of Sicomed's shares at a price per share equivalent to US$ 0.4797 in cash, representing a 37% premium to the average closing Sicomed share price for the one month period ending 13 September 2005 and the closing exchange rate on that date. The VTO is subject to the approval of Zentiva shareholders and the Romanian National Securities Commission, and is expected to be complete around year end. The aggregate acquisition consideration of US$ 200 million will be funded by a combination of Zentiva's existing cash resources and new committed facilities.

Sicomed is a generic Romanian pharmaceutical company with a product portfolio comprising primarily branded generics and OTC products. It held approximately 25% of the pharmaceutical market in terms of volume for the 12 months to June 2005, ranking it as number 1. Furthermore, Sicomed holds 5% of the total pharmaceutical market in terms of value. It has a broad product portfolio with CNS and alimentary being the largest therapeutic areas and significant presence in cardiovascular, anti-infectives and respiratory diseases. In 2004, Sicomed generated gross sales of RON 181.1 million (US$ 55.7 million) and EBITDA of RON 34.8 million (US$ 11.1 million). For the six months ended June 30, 2005, Sicomed generated gross sales of RON 104.5 million (US$ 36.7 million) and EBITDA of RON 28.9 million (US$ 10.5 million).