OJSC Pharmstandard-Leksredstva Announces Tender Offer for 4.9% of
Pharmstandard Ordinary Shares
Moscow, 18 January, 2011 – OJSC Pharmstandard-Leksredstva (the “Company”) is pleased to announce an offer to purchase up to 1,850,000 shares of OJSC Pharmstandard (“Pharmstandard”), representing about 4.9% of Pharmstandard’s share capital.
The offer is conducted in accordance with the decision of the Company’s sole shareholder dated 18 January, 2011. OJSC Pharmstandard-Leksredstva is a wholly-owned subsidiary of OJSC Pharmstandard.
Under the terms of the offer, shareholders are invited to sell part or all of their holdings in Pharmstandard at a price of 3000 Russian Rubles per ordinary share. The offer will commence at 16:00, Moscow Time, on January 18, 2011 and expire at 18:30, Moscow time, on February 16, 2011, unless extended by the Company. On February 18, 2011, based on the review of the submitted applications to sell shares (“ofertas”), OJSC Pharmstandard-Leksredstva will indicate to the shareholders, which submitted ofertas, the number of shares allocated to them by the Company.
In line with its strategy Pharmstandard continues to look for opportunities to increase its market capitalisation through acquisitions and organic growth. The decision to return cash to shareholders through buy back of Pharmstandard shares by the Company is consistent with Pharmstandard’s commitment to maintain an appropriate capital structure and a disciplined approach to returning excess capital to shareholders.
With overall low leverage (total outstanding credit debt of USD 12,9 million at December 31, 2010) and effective cash flow management Pharmstandard remains well positioned to fund its growth strategy.
All relevant documents relating to the offer, including the Offer Memorandum, are available at http://www.e-disclosure.ru/and http://www.pharmstd.ru/investors_en/investor/offer_memorandum/
Pharmstandard management is pleased to invite investors and media to participate in a conference call to discuss the offer, which will include a Q&A session.
Conference Call with Pharmstandard Management
Tender Offer by Pharmstandard-Leksredstva for 4.9% of Pharmstandard Ordinary Shares
Thursday, 20 January, 2011
09:00 AM New York time
02:00 PM London time
05:00 PM Moscow time
Dial In Numbers:
Russia Free Call 8108 002 411 2044
UK Standard International +44 (0) 1452 550 733
USA Free Call 1877 741 8062
Please dial-in 5 to 10 minutes ahead of the scheduled start time.
Contacts for ordinary share holders:
Ilya Krylov
IR Manager
OJSC Pharmstandard
+7 495 970 0038
Email: ir@pharmstd.ru
Konstantin Vodyanitsky
Head of the Legal Department
OJSC Pharmstandard
+7 495 970 0038
Irina Volkova
Deputy Head of the Legal Department, Corporate Matters
OJSC Pharmstandard
+7 495 970 0038
Contacts for GDR holders:
BNY Mellon
One Wall Street, New York,
NY 10286, USA
tel. +1 212.815.2867
fax +1 212.571.3050.
www.bnymellon.com
The offer is made to all shareholders of JSC Pharmstandard and is made solely pursuant to Russian law and in compliance with the applicable provisions of Section 14(e) of the US Securities Exchange Act of 1934 (the “Exchange Act”), and Regulation 14E thereunder.
The Company, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Pharmstandard outside the offer during the period in which the offer remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.
This document does not contain any offer and is for information purposes and that it is made in relation to Russian shares only and any GDR holder will have to convert into Russian shares in order to participate in it.
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Pharmstandard-Leksredstva is a major pharmaceutical company in the Central Black Earth Region of Russia and a top ten pharmaceutical manufacturer in Russia. It has been part of the Pharmstandard Group since 2003.
www.pharmstd.ru
Pharmstandard is the leader in the Russian pharmaceutical industry in R&D and production of modern drugs.
Based on 9M 2010 results, the Company holds the top position in the retail segment of the domestic pharmaceutical market (1). (5% share of the retail market in 9M 2010) (1). Since 2007, the Company has maintained a leading position in the commercial segment and has remained an undisputed leader among domestic manufacturers, increasing its market share from 18.9% to 20% (1).
On 4 May, 2007 Pharmstandard conducted an Initial Public Offering (IPO) of its shares on the Russian Trading System (RTS), Moscow Interbank Currency Exchange (MICEX) and Global Depository Receipts (GDRs) on the London Stock Exchange (LSE). Augment Investments Limited currently controls 54.3% of the company’s share capital while the remaining 45.7% represent free float (including 27.6% on the LSE and 18.1% on RTS).
(1)According to Farmexpert Marketing Research Centre database.
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