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Aspreva to be Acquired by Galenica For US$915 MillionAll-Cash Transaction Valued at US$26.00 Per Share VICTORIA, Oct. 17 /PRNewswire-FirstCall/ - Aspreva Pharmaceuticals Corporation (NASDAQ: ASPV - News; TSX: ASV - News) today announced that it has entered into a combination agreement with Galenica Group (SWX: GALN - News) under which Galenica, through a wholly-owned Canadian subsidiary, will acquire all of Aspreva's outstanding shares at a price of US$26.00 per share in cash. The total value of the transaction is approximately US$915 million. This all-cash transaction for 100 per cent of the company's shares represents a 16 per cent premium over Aspreva's closing price on October 16th, 2007 and a 24 per cent premium over the 30-day average trading price of Aspreva shares. Aspreva will host a conference call on October 18th, 2007, at 10:00 a.m. PT/ 1:00 p.m. ET to discuss the proposed acquisition. The transaction was unanimously approved by Aspreva's Board of Directors on October 17th, following receipt of the recommendation of a Special Committee of the Board. Aspreva's Board has also resolved to recommend to shareholders that they vote in favor of the transaction. In determining to recommend the transaction to Aspreva shareholders, the Board of Directors considered a number of factors and received opinions from the company's financial advisors, Lazard and Lehman Brothers Inc., to the effect, and subject to the assumptions and conditions set forth in such opinions, that the consideration to be received by the holders of Aspreva common shares in the transaction is fair to such holders from a financial point of view. About the Transaction The transaction will be carried out by way of a statutory plan of arrangement under Section 288 of the British Columbia Business Corporations Act, and must be approved by the applicable court and by 66 2/3 per cent of the votes cast by holders of Aspreva shares. The completion of the transaction is also subject to customary closing conditions, including regulatory approvals. The transaction is expected to close on January 3rd, 2008, shortly after receipt of shareholder and court approvals. Details regarding these and other terms of the transaction are set out in the Combination Agreement, which will be filed by Aspreva on the Canadian SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission's website at www.sec.gov. Further information regarding the transaction will be contained in a proxy circular that Aspreva will mail to holders of common shares in connection with the special meeting of shareholders to be held to approve the transaction. It is expected that these materials will be mailed in November 2007 for a meeting to be held in December 2007. Once mailed, the proxy circular will be available at www.sedar.com and www.sec.gov. All shareholders are urged to read the proxy circular once it is available. Shareholder Support Agreements Aspreva's directors and officers, as well as Aspreva's largest shareholder, who collectively hold approximately 30 per cent of the outstanding common shares of Aspreva, have entered into agreements with Galenica to vote their shares in favor of the transaction, subject to their ability to withdraw such support in the event that the Combination Agreement is terminated, including where an unsolicited superior competing proposal is made by another bidder and accepted by Aspreva. Financial and Legal Advisors Lazard and Lehman Brothers Inc. are acting as financial advisors to Aspreva with respect to the arrangement. Aspreva's Canadian legal advisors are McCarthy Tetrault LLP, its US legal advisors are Cooley Godward Kronish LLP and its corporate counsel Farris, Vaughan, Wills & Murphy LLP. Conference Call Aspreva will host a conference call on Thursday, October 18, 2007 at 10:00 a.m. Pacific Time (1:00 p.m. Eastern Time). Dial-in information: North America (toll free): 1-800-591-6942 International: 1-617-614-4909 Enter passcode: 42424615 The call will be available for replay until Thursday, October 26th, by calling 1-888-286-8010 (North America) or 1-617-801-6888 (International) and entering the pass code 63308627. A live webcast will also be available to all interested parties on Aspreva's website: www.aspreva.com. Please click on the "Webcasts and Events" link under the Investors section. A replay of the webcast will be available until January 19, 2008. About Galenica Galenica is a diversified group, active throughout the healthcare market which, among other things, develops, manufactures and markets pharmaceutical products, runs pharmacies, provides logistical services and access to databases and sets up networks. The Galenica Group enjoys a leading position in all its areas of activity - pharmaceutical manufacturing, pre-wholesaling, distribution, healthcare information and retailing. A large part of the Group's income is generated by international operations. For more information please visit www.galenica.com About Aspreva Aspreva is a global pharmaceutical company focused on identifying, developing, and, upon approval, commercializing evidence-based medicines for patients living with less common diseases. Aspreva common stock is traded on the NASDAQ Global Select Market under the trading symbol ASPV and on the Toronto Stock Exchange under the trading symbol ASV. Learn more about the company at www.aspreva.com |