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Galen Hldgs (WCRX)

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Thursday 04 May, 2000

Galen Hldgs

Acqn of Warner Chilcott Pt-1

Galen Holdings PLC
4 May 2000


PART 1                                                                        
    
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO AUSTRALIA, CANADA OR JAPAN

                                      
                             Galen Holdings PLC
                                  ('Galen')
                      Acquisition of Warner Chilcott PLC
                             ('Warner Chilcott')
                                      
                           NASDAQ Listing of Galen
                                      
  Building an International Specialty Pharmaceutical Products and Services
                                  Business

- The  Boards of Galen and Warner Chilcott announce today that they  have
  entered into an agreement (the 'Transaction Agreement') under which  Warner
  Chilcott will become a wholly owned subsidiary of Galen.  The acquisition is
  to  be  effected by way of a scheme of arrangement to be proposed to Warner
  Chilcott shareholders (the 'Scheme'). The Scheme is subject to sanction  by
  the High Court of Ireland.

- Under the Transaction Agreement, Galen proposes to issue 2.5 new  Galen
  shares  for each Warner Chilcott share (equivalent to 2.5 Galen shares  for
  each Warner Chilcott ADS) pursuant to the terms of the Scheme. The proposed
  acquisition  of Warner Chilcott in consideration for new Galen shares  (the
  'Transaction') is expected to be tax free to Warner Chilcott's US,  UK  and
  Republic of Ireland shareholders and ADS holders.

- Galen  will  seek  the listing of the new Galen shares  on  NASDAQ  (in
  American Depositary Share ('ADS') form).

- Based on the closing mid-market price per Galen share of 612.5p ($9.58)
  on  3rd  May, 2000, the terms of the Transaction value each Warner Chilcott
  share  at  $23.94 (1,531.3p) and the total current issued share capital  of
  Warner Chilcott at approximately $296.5 million (£189.6 million) (or $406.3
  million  (£259.9  million)  on a fully diluted basis).  The  terms  of  the
  Transaction represent a premium of 33.0 per cent. over the closing price of
  $18.00 per Warner Chilcott ADS on NASDAQ on 3rd May, 2000 and a premium  of
  57.0 per cent. over the average closing price of a Warner Chilcott ADS  for
  the last 30 business days ended 3rd May, 2000.

- The  Transaction  will  create a significant international  specialty
  pharmaceutical  products  and services group with  combined  UK/Irish  GAAP
  proforma  revenues of £143.1 million ($233.2 million). Additional  UK/Irish
  GAAP proforma financial information is included in Appendix I.   Based on   
  the closing mid-market price per Galen share of 612.5p ($9.58) on 3rd May,  
  2000, the pro forma combined market capitalisation of the enlarged group    
  would be approximately £969.1 million ($1.5 billion).

- The enlarged group will benefit from the combination of Galen's pipeline
  of  proprietary  women's healthcare products and Warner Chilcott's  women's
  healthcare  focused  sales  and  marketing  organisation  in  the  US.   In
  particular,  the  Transaction will enable Galen both to  commercialise  its
  intravaginal  ring  drug delivery system ('IVR'),  and,  by  retaining  the
  distribution  margin, to achieve a greater economic  stake  in  any  future
  success of products using the IVR platform technology. The strength of      
  Warner Chilcott's US sales and marketing organisation will be improved by   
  Galen's pipeline of proprietary products, enhanced product development      
  capability and current GMP (good manufacturing practice) manufacturing      
  capacity.

- The enlarged group will also focus on developing its women's healthcare
  franchise  by  growing sales of the three branded pharmaceutical  products,
  Estrace  cream,  Ovcon  35 and Ovcon 50, that Warner  Chilcott  recently
  acquired from Bristol-Myers Squibb.

- The enlarged group has a sales force of approximately 260 servicing the
  US and approximately 65 servicing the UK and Ireland. Furthermore, given    
  this greater  scale  and  expanded marketing capacity, it is expected  that 
  the enlarged group will represent an attractive partner for the in-licensing
  or acquisition of products from the biotechnology and pharmaceutical        
  industries, providing further opportunities for growth.

- On  the Scheme becoming effective, a number of changes will be made  to
  the   Galen   Board.   Dr.  Allen  McClay  will  relinquish  his  executive
  responsibilities and will become Non-executive President.  Dr. John King    
  will become  Executive  Chairman and Dr. Harold Ennis  will  be  appointed  
  Non-executive Vice-Chairman.  Geoffrey Elliott will continue as Finance     
  Director, and  Alan  Armstrong  will become Executive Director and  Chief   
  Executive, Ethical  Pharmaceutical  Services.   Warner  Chilcott  has  an   
  experienced management team and the Board of Galen is delighted that Roger  
  Boissonneault and  Paul  Herendeen have agreed to join the Galen Board as   
  Chief Executive Officer  and Executive Vice President and Director of       
  Business Development, respectively.

- In  the year ended 30th September, 1999, Galen had, on a UK GAAP basis,
  sales and EBITDA of £67.0 million ($109.2 million) and £22.4 million ($36.5
  million) respectively.  Warner Chilcott, on a pro forma basis after  giving
  effect  to the recent acquisition of three branded pharmaceutical  products
  from  Bristol-Myers Squibb, would have had, on a US GAAP basis,  sales  and
  EBITDA  for  the twelve months ended 31st December, 1999 of $124.0  million
  (£76.1 million) and $41.1 million (£25.2 million) respectively. The Board of
  Galen  expects the acquisition of Warner Chilcott by Galen to  be  earnings
  accretive  on  a  pre-exceptional  and  pre-amortisation  of  goodwill  and
  intangible assets basis in the first full year post acquisition.

- Based  on  the  current issued share capital of Warner Chilcott,  Galen
  shareholders  are  expected to hold approximately 80 per cent.  and  Warner
  Chilcott shareholders approximately 20 per cent. of the enlarged issued     
  share capital of Galen. On a fully diluted basis, Galen shareholders are    
  expected to  hold  approximately  75  per  cent. and  Warner  Chilcott      
  shareholders approximately 25 per cent. of the enlarged share capital of    
  Galen.

- Warner  Chilcott  is listed on NASDAQ (ticker: WCRX).  Warner  Chilcott
  markets branded pharmaceutical products in the US, primarily in the large   
  and growing  women's  health  therapeutic category, through  approximately  
  260 representatives, one of the larger salesforces found in women's         
  healthcare products in the US.

- Galen  is  listed on the London Stock Exchange (ticker:  GAL).  Galen's
  Ethical  Pharmaceutical Products business develops and manufactures branded
  prescription  pharmaceutical products. The Ethical Pharmaceutical  Services
  division supplies and distributes clinical trial materials internationally,
  operates a drug reconciliation business and uses computer-based interactive
  voice  response  systems  to permit the more efficient  management  of  the
  clinical trial process.  The division also provides a 'bench-to-pilot-scale'
  specialist chemical synthesis service for the research-based pharmaceutical
  industry through its SynGal and QuChem units.

- Due to the size of the Transaction, Galen will seek the approval of its
  shareholders  at  an  EGM. Meetings will also be held for  Warner  Chilcott
  shareholders.  Subject  to appropriate regulatory  clearances  in  the  US,
  Republic of Ireland and UK, it is currently the intention of Galen and      
  Warner Chilcott to send the relevant documentation to their respective      
  shareholders in  July 2000. The Scheme is currently expected to become      
  effective and the Transaction to complete by the end of August 2000.

Commenting  on  the  Transaction, Dr. John King, Chief Executive  Officer  of
Galen, said:

'This  transaction is a major step in internationalising the  Galen  business
and provides Galen with immediate product marketing and distribution strength
in  the  US, the world's largest pharmaceutical market. The combination  will
allow  us to geographically expand the distribution of our women's healthcare
portfolio,  including our IVR product, within Galen without  having  to  give
away  value from out-licensing deals. The enlarged group will have  a  larger
therapeutic and geographic base with significant combined sales forces in the
US,  UK and Ireland providing a strong platform to take the enlarged business
forward.'

Roger   Boissonneault,  President  and  Chief  Operating  Officer  of  Warner
Chilcott, who will be joining the Galen Board, added:

'The  most exciting element of this transaction is the opportunity to combine
the  complementary strengths of our management teams. With the  scale  to  be
competitive in segments of both the UK and the US markets we will have access
to  a  broad range of initiatives and the strength to capitalize on those  we
choose  to pursue.  Warner Chilcott's Board of Directors is unanimous in  its
support for the Transaction and believes that it is in the best interests  of
Warner  Chilcott  shareholders, customers and employees.  Our  entire  senior
management  team is looking forward to developing the business as a  combined
entity.'

A  presentation to analysts will be held at 10.00 a.m. today at  the  Merrill
Lynch  Client  Centre,  7th  Floor, 25 Ropemaker  Street,  London  EC2Y  9LY.
Shareholders are also welcome to attend the analysts presentation.

Enquiries:

GALEN                                     WARNER CHILCOTT
Dr. John King                             Roger Boissonneault
Geoffrey Elliott                          Telephone (today): +44 207 628 1000
Telephone (today): +44 207 628 1000       Diane Cady
Telephone (thereafter):+44 28 38 33 4974  Telephone: +1 973 442 3200          
                                                        
MERRILL LYNCH                             CSFB
Financial Advisor & Sponsor               Financial Advisor
Mark Preston                              Stephanie Leouzon
Michael Frost                             Magnus Scaddan
Martin Brass                              Telephone: +44 207 888 8888
Telephone: +44 207 628 1000
                              
MERRILL LYNCH                 
Sole US broker
Peter Moorhouse
Wayland Austin
Telephone: +44 207 772 1000
                              
HOARE GOVETT LIMITED          
Sole UK and European broker
Andrew Chapman
Jim Wight
Telephone: +44 207 678 8000
                              
GOODBODY STOCKBROKERS         
Sole Irish broker
Joan Garahy
Telephone: +353 1 667 0400
                              
FINANCIAL DYNAMICS            
Andrew Dowler
Sophie Pender-Cudlip
Telephone: +44 207 831 3113


This  summary should be read in conjunction with the accompanying  full  text
announcement.

Merrill Lynch International ('Merrill Lynch'), which is regulated in  the  UK
by  The Securities and Futures Authority Limited, is acting for Galen and  no
one  else  in connection with the Transaction and will not be responsible  to
anyone  other than Galen for providing the protections afforded to  customers
of Merrill Lynch, nor for providing advice in relation to the Transaction.

Credit  Suisse First Boston (Europe) Limited ('CSFB'), which is regulated  in
the  UK by The Securities and Futures Authority Limited, is acting for Warner
Chilcott and no one else in connection with the Transaction and will  not  be
responsible   to  anyone  other  than  Warner  Chilcott  for  providing   the
protections  afforded  to  customers of CSFB, nor  for  providing  advice  in
relation to the Transaction.

This press release has been issued by Galen and Warner Chilcott.  It has been
approved by Merrill Lynch and CSFB solely for the purposes of Section  57  of
the  UK  Financial  Services Act 1986.  For the purposes  of  the  Investment
Intermediaries Act 1995 for Ireland, Merrill Lynch and CSFB are authorised to
conduct investment business in the UK by The Securities and Futures Authority
Limited.   The address of Merrill Lynch is 25 Ropemaker Street,  London  EC2Y
9LY and the address of CSFB is 1 Cabot Square, London E14 1QJ.

This  press  release contains forward-looking statements which are  based  on
assumptions and external factors, including assumptions relating to, but  not
limited  to, the compatibility of the combined businesses, regulatory action,
product pricing, competitive market conditions, unaudited financial data, new
product  development and other risks or uncertainties. These  forward-looking
statements represent the companies' judgement as of the date of this  release
and  any  changes  in  the  assumptions or  external  factors  could  produce
significantly different results.

Nothing in this announcement should be construed as a profit forecast  or  be
interpreted to mean that the earnings per share of Galen as enlarged  by  the
Transaction  for the current year or future years will necessarily  match  or
exceed  the  historical  published earnings per share  of  Galen  and  Warner
Chilcott.

This  announcement  does  not constitute an offer to  sell  or  issue,  or  a
solicitation  of any offer to purchase or subscribe for any shares  in  Galen
nor  shall  it form the basis of, or be relied upon in connection  with,  any
contract  for  such purchase or subscription. No representation or  warranty,
express  or  implied,  is  made  or given by Galen  as  to  the  accuracy  or
completeness   of  the  information  or  the  opinions  contained   in   this
announcement  and  no  liability is accepted  for  any  such  information  or
opinions.

Copies  of  this  announcement are not being, and must  not  be,  mailed,  or
otherwise  forwarded, distributed or sent in, into or from Australia,  Canada
or  Japan  and  persons  receiving this announcement  (including  custodians,
nominees  and  trustees) must not distribute or send  it  in,  into  or  from
Australia, Canada or Japan.

Investors  and  security holders are advised to read the proxy statement  and
such  other  documents that may be distributed by Galen and  Warner  Chilcott
('Shareholder Documentation') regarding the business combination  transaction
referenced  in the foregoing information, when it becomes available,  because
it  will contain important information. The Shareholder Documentation will be
filed  with  the  Securities  and Exchange Commission  by  Galen  and  Warner
Chilcott.  Investors  and  security holders may obtain  free  copies  of  the
Shareholder Documentation (when available) and other documents filed by Galen
and  Warner  Chilcott  with the Commission at the Commission's  web  site  at
www.sec.gov. The Shareholder Documentation and such other documents may  also
be  obtained  for  free from Warner Chilcott by directing such  requests  to:
Warner  Chilcott PLC, 80 Corporate Centre, 100 Enterprise Drive,  Suite  280,
Rockaway, New Jersey 07866, USA, Attention: Investor Relations, telephone: +1
973 442 3200, e-mail: cst@wclabs.com or from Galen by directing such requests
to:  Galen  Holdings  PLC,  Seagoe  Industrial  Estate,  Craigavon,  Northern
Ireland,  BT63  5UA, Attention: Investor Relations, telephone:  +44  28  3833
4974, e-mail: info@galenplc.co.uk.

Warner  Chilcott  and  its  officers  and  directors  may  be  deemed  to  be
participants  in  the  solicitation of proxies from  shareholders  of  Warner
Chilcott  with  respect to the transactions contemplated by  the  Transaction
Agreement.  Information regarding such officers and directors is included  in
Warner Chilcott's Proxy Statement for its 2000 Annual Meeting of Shareholders
filed  with the Commission on 13th April, 2000 and its Annual Report on  Form
10-K for the year ended 31st December, 1999 filed with the Commission on 16th
March,   2000.   These  documents  are  available  free  of  charge  at   the
Commission's web site at  and from Warner Chilcott at the address  set  forth
above.

Certain  financial  data (including the pro forma information)  contained  in
this  document is calculated on or derived from data which is based on UK  or
US  generally accepted accounting principles. Investors and security  holders
should  be  aware  that this financial data may be reconciled  to  US  or  UK
generally accepted accounting principles in the Shareholder Documentation and
accordingly  such  financial  data  may  be  different  in  such  Shareholder
Documentation.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO AUSTRALIA, CANADA OR JAPAN

                                             
                                             
                             Galen Holdings PLC
                                  ('Galen')
                      Acquisition of Warner Chilcott PLC
                             ('Warner Chilcott')
                                      
  Building an International Specialty Pharmaceutical Products and Services
                                  Business

1.   Introduction

The Boards of Galen and Warner Chilcott announce today that they have entered
into  an  agreement under which Warner Chilcott will become  a  wholly  owned
subsidiary of Galen.  The acquisition is to be effected by way of a scheme of
arrangement to be proposed to Warner Chilcott shareholders.

The  agreement  sets  out  certain conditions to the  implementation  of  the
Scheme,  including:  the approval of Warner Chilcott shareholders  and  Galen
shareholders, the sanctioning of the Scheme by the High Court of Ireland, and
Galen  shares being admitted to listing in American Depository Share form  on
NASDAQ.  A summary of the terms and conditions of the Transaction is set  out
in Appendix II to this document.

The  Transaction is expected to be tax free to Warner Chilcott's US,  UK  and
Republic of Ireland shareholders and ADS holders.


2.   The Transaction

Under the agreement, Galen shareholders will retain their shares in Galen and
Warner Chilcott shareholders will be entitled to receive:

For every Warner Chilcott share                   2.5 new Galen shares

and  so  in  proportion for any other number of Warner Chilcott shares  held.
Holders of Warner Chilcott ADSs (each representing one Warner Chilcott share)
will receive Galen ADSs.

Based  on  the closing mid-market price per Galen share of 612.5p ($9.58)  on
3rd  May, 2000, the Transaction values each Warner Chilcott share and ADS  at
$23.94  (1,531.3p)  and  the total current issued  share  capital  of  Warner
Chilcott  at  $296.5  million  (£189.6 million) (or  $406.3  million  (£259.9
million) on a fully diluted basis).

The Transaction represents a premium of 33.0 per cent. over the closing price
of  $18.00 per Warner Chilcott ADS on 3rd May, 2000 and a premium of 57.0 per
cent.  over  the  average closing price per Warner Chilcott ADS  for  the  30
business days ending 3rd May, 2000.

Based  on  the  current  issued  share  capital  of  Warner  Chilcott,  Galen
shareholders  will  hold  approximately 80  per  cent.  and  Warner  Chilcott
shareholders approximately 20 per cent. of the enlarged issued share  capital
of   Galen.   On  a  fully  diluted  basis,  Galen  shareholders  will   hold
approximately 75 per cent. and Warner Chilcott shareholders approximately  25
per cent. of the enlarged issued share capital of Galen.

No  fractions  of  new  Galen  shares  will  be  issued  to  Warner  Chilcott
shareholders.  Any  fractional entitlements shall  be  rounded  down  to  the
nearest whole number of new Galen shares.

The  new  Galen shares to be issued under the Scheme will rank pari passu  in
all respects with Galen shares in issue at the Effective Time.


3.   Background to and Reasons for the Transaction

The   Transaction   is   expected  to  create  an  integrated   international
pharmaceutical company with a variety of revenue platforms in attractive high
growth sectors.

In  particular, the Transaction represents the opportunity to  create  a  new
force  in  the women's healthcare market with both Galen and Warner  Chilcott
contributing  product  portfolios which have significant  potential  in  this
marketplace   and   with   sales  and  marketing  organisations   which   are
geographically complementary.

The change in scale resulting from the Transaction is expected to provide the
enlarged  entity  with, inter alia, the following benefits  which,  together,
would establish a platform for future growth:

-    Complementary business strengths;
-    Greater geographic breadth;
-    Enhanced opportunities for growth and retention of earnings;
-    International management team with extensive sectoral expertise; and
-    Increased investor profile and enhanced liquidity.

Complementary business strengths

The  marketing  of  products using Galen's intravaginal  ring  drug  delivery
system  (IVR)  will  be  able  to  benefit  from  Warner  Chilcott's  women's
healthcare focused sales and marketing organisation in the US.

The  enlarged  group  will also focus on developing  its  women's  healthcare
franchise  by growing sales of Estrace cream, Ovcon 35 and Ovcon  50,  the
three  branded pharmaceutical products that Warner Chilcott recently acquired
from Bristol-Myers Squibb.

The  enlarged  group's enhanced marketing strength in the women's  healthcare
segment  will also be complemented by a presence in the therapeutic areas  of
analgesia, gastro-intestinal, infection control, urology and cardiology.

Greater geographic breadth

The  improved geographic breadth of the enlarged group resulting from Galen's
established presence in the UK and Ireland and Warner Chilcott's strength  in
the  US  are  expected to increase the commercial opportunities open  to  the
enlarged  group both from its existing product portfolio and from acquisition
and in-licensing opportunities.

Enhanced opportunities for growth and retention of earnings

The  complementary business strengths of Galen and Warner  Chilcott  and  the
greater geographic breadth of the enlarged group will not only provide future
growth  potential  but  also represent an opportunity  to  retain  a  greater
economic  stake  in the success of Galen's IVR products by capturing  the  US
distribution margin.

International management team with extensive sectoral experience

The  enlarged group will have a high calibre and experienced management team.
The  executive  directors of the enlarged group have more than  75  years  of
experience in the pharmaceutical industry.

Increased investor profile and enhanced liquidity

Galen  has  listings in London and Dublin and will seek a listing  on  NASDAQ
which will offer investors an opportunity to invest in a larger company  with
a growing international presence and geographical reach.


4.   Management

On  the  Scheme becoming effective, a number of changes will be made  to  the
Galen Board.  Dr. Allen McClay will relinquish his executive responsibilities
and will become Non-executive President.  Dr. John King will become Executive
Chairman  and Dr. Harold Ennis will be appointed Non-executive Vice-Chairman.
Geoffrey  Elliott will continue as Finance Director and Alan  Armstrong  will
become   Executive  Director  and  Chief  Executive,  Ethical  Pharmaceutical
Services.

Warner Chilcott has an experienced management team and the board of Galen  is
delighted that Roger Boissonneault and Paul Herendeen have agreed to join the
Galen  Board  as  Chief Executive Officer and Executive  Vice  President  and
Director of Business Development, respectively.  Following completion of  the
Transaction, the board of the enlarged group will therefore comprise:

Name            Position in enlarged group
                
Dr. John King   Executive Chairman

Roger           Chief Executive Officer
Boissonneault

Geoffrey        Chief Financial Officer
Elliott

Alan Armstrong  Executive Director and Chief Executive,
                Ethical Pharmaceutical Services

Paul Herendeen  Executive Vice President and Director of
                Business Development

Dr.Allen        Non-Executive President
McClay OBE

Dr. Harold      Non-Executive Vice-Chairman
Ennis OBE

David Gibbons   Non-Executive Director
MBE

Dr. Michael     Non-Executive Director
Carter

Both Roger Boissonneault and Paul Herendeen have agreed, conditional upon the
Scheme becoming effective, new employment agreements with the enlarged group.
Each  new director will be entitled to a severance payment equivalent  to  12
months' salary in the event of a termination without cause. However,  in  the
event  of a change of control of Galen, such payment shall be an amount equal
to  18  months'  salary. Both new directors are required to give  12  months'
notice  in  order  to  terminate their agreements.  The  directors  are  also
entitled  to  a bonus payable by Warner Chilcott on the consummation  of  the
Acquisition and, in certain specified circumstances, a retention bonus on the
first anniversary of the effective date.


5.   Information on Galen

Galen is an integrated pharmaceutical company, based in Northern Ireland. The
company  was  founded in 1968 and was listed on the London Stock Exchange  in
1997.   Galen  develops and manufactures branded prescription  pharmaceutical
products,   which  are  promoted  by  its  65  person  sales  and   marketing
organisation   in   the   United  Kingdom  and   Ireland.   Galen's   Ethical
Pharmaceutical  Services  division supplies and  distributes  clinical  trial
materials internationally, operates a drug reconciliation business  and  uses
computer-based  interactive  voice  response  systems  to  permit  the   more
efficient  management  of  the clinical trial  process.   The  division  also
provides  a 'bench-to-pilot-scale' specialist chemical synthesis service  for
the  research-based  pharmaceutical industry through its  SynGal  and  QuChem
units.   In 1997, Galen opened its first pharmaceutical services facility  in
the United States to meet the needs of a global marketplace.

Galen's  research  and  development activity focuses on  the  development  of
proprietary  drug delivery applications and technologies. Galen has  a  solid
pipeline  of  proprietary products in development for the women's  healthcare
market  including  an intravaginal ring drug delivery system  (IVR)  that  is
designed  to  deliver  a consistent dose of a wide range  of  medicines  over
extended periods of time.

The  company has lodged its first marketing authorisation application in  the
UK, for the estradiol-based IVR for HRT, and anticipates the UK launch of the
product during the second half of 2000, with the European launch expected  to
follow in late 2001.   Galen is also targeting a US NDA application for  late
2000.   A  phase  III trial for the estradiol/progestogen IVR for  continuous
combined  HRT  is  planned for the current financial year,  with  anticipated
marketing  authorisation  applications in the US and  UK  during  2002,  with
Europe  one  year later.  Galen has also developed proprietary  topical  drug
delivery  technology  based  on the improved skin penetrating  properties  of
eutectic mixtures of pharmacologically active agents.

Galen  has  an  impressive track record of profitable growth  generated  both
organically  and  through  acquisition.  Since  1995,  revenues  have  nearly
tripled from £23.3 million to £67.0 million ($36.9 million to $109.2 million)
while  profit before taxation and exceptional items increased five-fold  from
£3.6 million to £18.4 million ($5.7 million to $30.0 million).


6.   Information on Warner Chilcott

Warner  Chilcott  develops  and markets branded  prescription  pharmaceutical
products  in  the  United States, primarily focused  on  the  women's  health
therapeutic  category.  The company was formed in 1992 and its shares  became
publicly traded in ADS form on NASDAQ in 1997.  Through its national US sales
force  of approximately 260 representatives, Warner Chilcott markets  branded
pharmaceutical  products  directly to physician specialists  across  the  US,
particularly  obstetrician/gynaecologists  and  urologists.   The   company's
principal  offices are in Dublin, Ireland and Rockaway, New Jersey.  For  the
year  ended  31st December, 1999, Warner Chilcott had, on a  US  GAAP  basis,
total  revenues  and loss before taxes of $74.0 million (£45.4  million)  and
$6.7  million (£4.1 million) respectively. As at 31st December, 1999,  Warner
Chilcott had net assets of $99.0 million (£60.1 million).

On  15th  February,  2000, Warner Chilcott acquired three women's  healthcare
products  from  Bristol-Myers  Squibb for a  total  consideration  of  $175.1
million.  The acquired brands, which generated nearly $50 million in revenues
during  1999,  are  Estrace vaginal cream, an estrogen  replacement  therapy
product, and two oral contraceptives, Ovcon 35 and Ovcon 50.

On  a  pro forma basis after giving effect to the recent acquisition  of  the
three  branded  pharmaceutical  products from Bristol-Myers  Squibb  and  the
financing thereof, Warner Chilcott would have had, on a US GAAP basis,  total
revenues  and income before taxes for the twelve months ended 31st  December,
1999  of  $124.0  million  (£76.1 million) and $4.8 million  (£3.0  million),
respectively and would have had net assets as at 31st December, 1999 of $98.3
million (£59.7 million).

Warner  Chilcott released its results for the quarter ended 31st March,  2000
on 3rd May, 2000.


7.   Further details of the Scheme

The acquisition is to be effected by way of a scheme of arrangement of Warner
Chilcott  under Section 201 of the Irish Companies Act, 1963,  in  accordance
with  the  terms and conditions of the Transaction Agreement dated  4th  May,
2000.   The  Scheme will provide for the cancellation of all Warner  Chilcott
shares  in issue at the record date for the Scheme, in consideration for  the
issue  of  new Galen shares to Warner Chilcott shareholders.  Warner Chilcott
will become a wholly-owned subsidiary of Galen.  Implementation of the Scheme
is  subject to the conditions set out in the Transaction Agreement and to the
rights of Warner Chilcott or Galen to terminate the Transaction Agreement  in
certain circumstances.  A summary of the terms and conditions is set  out  in
Appendix II to this document.

Meetings  of Warner Chilcott shareholders to consider and vote on resolutions
to  approve the Scheme and certain related matters necessary to implement the
Scheme  will  be convened.  A proxy statement for the meetings  is  currently
expected to be posted to Warner Chilcott shareholders in July 2000.

The  Scheme will also require the sanction of the High Court of the  Republic
of Ireland.

Due  to  its  size,  the  Transaction is subject to  the  approval  of  Galen
shareholders  at  an  EGM. It is expected that the appropriate  documentation
will be dispatched to Galen shareholders in July 2000.

The  Scheme is currently expected to become effective and the Transaction  to
complete by the end of August 2000.

Application  will  be made to the UK Listing Authority and the  Dublin  Stock
Exchange for the new Galen shares to be admitted to their respective Official
Lists  and  to trading on the London Stock Exchange. In addition, application
will be made to NASDAQ for the admission to trading of the new Galen ADSs.


8.   Warner Chilcott Options and Warrants

It is expected that all outstanding options and warrants over Warner Chilcott
shares will become vested upon the Scheme becoming effective.

It  is proposed that outstanding options over Warner Chilcott shares will  be
adjusted upon the Scheme becoming effective so that they become options  over
Galen shares on the same basis as under the Scheme.  Roger Boissonneault  and
Paul  Herendeen  have  specifically agreed to roll-over  their  options  over
Warner Chilcott shares for options over Galen shares and not to exercise  any
of  these  options  for  a period expiring, at the latest,  on  the  date  of
publication  of  the interim financial results of Galen  for  the  six  month
period ending 31st March, 2001.

In  addition,  amendments will be proposed to Warner Chilcott's  Articles  of
Association  so  that any Warner Chilcott shares issued after  the  Effective
Time  will  automatically be transferred to Galen in exchange for  new  Galen
shares on the same basis as under the Scheme.

Up  to 11.5 million Galen shares may be required to be issued pursuant to the
exercise of Warner Chilcott options and warrants.


9.   Recommendations and undertakings

The  Directors  of  Galen, who have been advised by  Merrill  Lynch,  Galen's
financial  adviser,  consider the terms of the Transaction  to  be  fair  and
reasonable.  In  providing  its  advice, Merrill  Lynch  has  relied  on  the
Directors'  commercial assessments.  Additionally, the Directors believe  the
transaction to be in the best interests of the Shareholders as a  whole  and,
accordingly,  unanimously recommend Shareholders to vote  in  favour  of  the
resolution(s) to be proposed at the extraordinary general meeting  of  Galen,
as  they  intend  to do in respect of their own beneficial  holdings  of,  in
aggregate,  68.0  million Galen Shares, representing approximately  53.4  per
cent. of Galen's existing issued share capital.

The  Directors of Warner Chilcott, who have been so advised by CSFB, consider
the  Transaction to be fair to Warner Chilcott shareholders from a  financial
point  of  view.  In providing advice to the Directors, CSFB has  taken  into
account the commercial assessments of the Directors.  The Directors of Warner
Chilcott intend unanimously to recommend Warner Chilcott shareholders to vote
in  favour  of the resolutions necessary to implement the Scheme and  related
transactions.

Appendix III contains definitions of certain terms used in this announcement.



                                 APPENDIX I
                                      
                       PROFORMA FINANCIAL INFORMATION

The unaudited proforma financial information in respect of the enlarged group
set  out below is prepared for illustrative purposes only and because of  its
nature  may  not give a true picture of the results or financial position  of
the  enlarged  group.  The proforma financial information  is  based  on  the
audited  consolidated financial statements of Galen for the year  ended  30th
September,  1999  adjusted  to  reflect the proposed  acquisition  of  Warner
Chilcott.  The purpose of the proforma financial information is to illustrate
the  effect of the proposed acquisition on the results of the Galen Group  as
if the acquisition had taken place on 1st October, 1998 and on the net assets
as  if  it  had  happened  on 30th September, 1999.  The  proforma  financial
information has been prepared on the basis of the notes set out below.



Unaudited UK/Irish GAAP proforma consolidated profit and loss account

                                 Adjustments                
                             
                      
                        Warner                              
                      Chilcott            
                 Galen results        
           results for     for           Warner
              the year the year  Warner  Chilcott  
              ended 30 ended 31 Chilcott purchase
             September December transac- adjust-  Galen     Pro
                  1999    1999    tions   ments  placing    forma
                Note 1    Note 2  Note 3  Note 4  Note 5    results
                  £000    £000    £000    £000    £000      £000
Turnover        67,010  45,434  30,683       -     -       143,127
Cost of sales   (32,558)(17,001)(1,166)      -     -       (50,725)
Gross profit    34,452   28,433 29,517       -     -        92,402
Net operating   (15,762)(32,759)(7,696)  (8,794)   -       (65,011)
expenses                                                                      
 
EBITDA and non   22,423 (1,897) 27,193       -     -        47,719
operating                    
exceptional
items
Depreciation                                                  
 - tangible     (3,026)   (158)     -        -    -        (3,184)
fixed assets                                             
 -intangible       (36) (2,271) (5,155)      -    -        (7,462)
fixed assets                 
Amortisation of  (671)      -     (217)  (8,794)   -       (9,682)
goodwill                                  
                                                              
Operating       18,690  (4,326)  21,821  (8,794)   -       27,391
profit/(loss)                 
Gain/(loss) on     -     1,684     -       -       -        1,684
fixed asset
disposals 
Investment         925   1,389    (282)   (620)   1,701     3,113
income
Interest        (1,210) (1,848) (14,458)    -       419   (17,097)
payable              
Profit/(loss)   18,405  (3,101)   7,081  (9,414)  2,120    15,091
before tax                   
Tax             (4,396)     -       -       -      (647)  (5,043)
                     
Profit/(loss)   14,009  (3,101)   7,081  (9,414)   1,473  10,048
after tax                 
Minority          (19)       -       -       -       -       (19)
interests
Profit/(loss)   13,990  (3,101)   7,081  (9,414)   1,473  10,029
for the                     
financial year


NOTES:

1    The  results  of Galen have been extracted from the audited consolidated
     financial statements and annual reports of Galen for the year ended 30th
     September, 1999.

2    The  results  of  Warner Chilcott have been extracted from  the  audited
     financial  statements  and  annual report of  Warner  Chilcott  and  its
     subsidiaries for the year ended 31st December, 1999, prepared in         
     accordance with Irish GAAP, translated at $1.6295=£1, the average        
     exchange rate ruling during the year ended 30th September, 1999. Irish   
     GAAP are substantially the same as UK GAAP.

3    These  adjustments,  referred to as the 'Warner Chilcott  transactions',
     relate  to the acquisition in February 2000 by Warner Chilcott of  three
     branded pharmaceutical products from Bristol-Myers Squibb for $175.1     
     million, the issue contemporaneously of $200.0 million of 12 5/8% senior 
     notes due 2008, the repayment of amounts outstanding under the company's 
     prior working capital facility, the redemption of remaining senior       
     subordinated discount notes due 2001 and the closure of a new senior     
     credit facility.
       - Net sales and product contribution of the three products acquired for
         the year ended 31st December, 1999 were extracted from the audited   
         statements of net sales and product contribution included in Form    
         8-K/A dated 21st April, 2000 which amends the report on Form 8-K of  
         Warner Chilcott previously filed with the Securities and Exchange    
         Commission on 28th February, 2000. All transactions were translated  
         at $1.6295=£1, the average exchange rate ruling for the year ended   
         30th September, 1999.
       - The turnover adjustment reflects the net sales of the three products 
         acquired.
       - The cost of sales adjustment reflects the cost of sales of the three 
         acquired products less an adjustment to reflect the amount that      
         Warner Chilcott would have paid for product purchases under a 10 year
         supply agreement with Bristol-Myers Squibb.
       - The net operating expenses adjustment includes the selling, general  
         and administration costs of the three acquired products plus the     
         amortisation of the intangible assets associated with the product    
         acquisitions.
       - The investment income adjustment is attributable to the reduction in 
         the amount of cash available for investment of $9.8 million at an    
         assumed investment rate of 4.7%.
       - The interest expense adjustment reflects additional interest payable 
         resulting from the issuance of the notes at 12 5/8%, the expected    
         availability fee of 0.375% on the new senior secured credit facility 
         and the repayment of all other indebtedness.

4    Represents the amortisation of goodwill arising on the Transaction  over
     20 years and the reduction in investment income arising from the costs of
     the Transaction.

5    This  adjustment  relates  to the placing  on  25th  November,  1999  of
     6,000,000 new Galen shares at £6.15 per share.  Total proceeds, net of   
     costs, amounted  to £36.4 million.  The adjustment to the consolidated   
     proforma profit  and  loss account represents the interest saving  on    
     borrowings eliminated by the proceeds and interest income on additional  
     cash held as if the proceeds had been received on 1st October, 1998. Tax 
     has been adjusted at the corporation tax rate for the year ended 31st    
     December, 1999 of 30.5%.



Unaudited UK/Irish GAAP proforma net asset statement

                          Adjustments                
                           
                    
                     Warner                 
            Galen  Chilcott          
            as at    as at  Warner                  
               30       31 Chilcott        Merger  Pro
        September December transac-  Galen adjust- forma 
             1999     1999   tions  Placing  ment  net
           Note 1   Note 2   Note 3 Note 4 Note 5  assets
            £000      £000    £000   £000   £000   £000
                                                       
Fixed                                                  
assets
Intangible  35,337  24,273  106,293    -   175,886  341,789
assets                                       
Tangible    65,173     715      -      -      -     65,888
assets                                              
            100,510  24,988  106,293   -   175,886  407,677
                                                                  
Current                                                
assets
Stock       8,829    2,444       -      -      -    11,273
                                                    
Debtors     15,826   7,554       -      -      -    23,380
                                                    
Cash at     6,351   30,939 (5,960)  30,000 (11,032) 50,298
bank and in                           
hand
            31,006  40,937  (5,960) 30,000 (11,032)  84,951
                                      
                                                       
Creditors:  (27,112) (6,621)   -    6,385    -     (27,348)
amounts   
falling due
within one
year
Net current 3,894   34,316  (5,960) 36,385 (11,032)  57,603
assets                                
                                                       
Total       104,404 59,304  100,333 36,385 164,854  465,280
assets less                      
current
liabilities
                                                       
Creditors:  (29,981)(13,707)(100,777)  -      -    (144,465)
amounts             
falling due
in more
than one
year
                                                       
Deferred    (6,270)     -       -      -      -      (6,270)
income                                           
Net assets  68,153  45,597    (444) 36,385 164,854   314,545
                                   




Notes:

1    The   net   assets  of  Galen  have  been  extracted  from  the  audited
     consolidated financial statements of Galen for the year ended 30th       
     September, 1999.

2    The  net  assets of Warner Chilcott have been extracted from its audited
     financial statements and annual report for the year ended 31st December,
     1999, prepared in accordance with Irish GAAP and translated at           
     $1.6469=£1, being  the exchange rate ruling at 30th September, 1999.     
     Irish GAAP  are substantially the same as UK GAAP.

3    These  adjustments,  referred to as the 'Warner Chilcott  transactions',
     relate  to the acquisition in February 2000 by Warner Chilcott of  three
     branded pharmaceutical products from Bristol-Myers Squibb for $175.1     
     million, the issue contemporaneously of $200.0 million of 12 5/8% senior 
     notes due 2008, the repayment of amounts outstanding under the company's 
     prior working capital facility, the repayment of remaining senior        
     subordinated discount notes due 2001 and the closure of a new senior     
     credit facility. Cash  in excess  of that raised was required to finance 
     the transaction  of  $9.8 million. All transactions were translated at   
     $1.6469=£1, the exchange rate ruling at 30th September, 1999.

4    This  adjustment  relates  to the placing  on  25th  November,  1999  of
     6,000,000 new Galen shares at £6.15 per share.  Total proceeds, net of   
     costs, amounted to £36.4 million.

5    Goodwill arising on the acquisition is calculated as follows:

                                                           £'000s
             Consideration (see below)                    217,039
             Estimated expenses of the Acquisition          4,000
             Less: Net tangible assets of Warner Chilcott
             at 31st December, 1999                       (45,153)
             Goodwill on acquisition                      175,886

    In  preparing the proforma statement of new assets, the consideration has
    been  calculated  on the basis of 2.5 new Galen shares  for  each  Warner
    Chilcott share. Based on the closing mid-market price per Galen share  of
    612.5p  on 3rd May, 2000, the terms of the Transaction value each  Warner
    Chilcott  share at 1,531.3p and the total issued share capital of  Warner
    Chilcott  at  approximately  £189.6 million.  In  addition  consideration
    includes  an amount of £25.4 million relating to the options and warrants
    which  are  to be exchanged for Galen options. Consideration  also  takes
    into  account  compensation amounts totalling £2.0 million  triggered  by
    the  transaction.  In  accordance  with  the  requirements  of  Financial
    Reporting  Standard  No.  7 'Fair Values in Acquisition  Accounting'  the
    fair  value  of  the shares at the date of completion  (based  on  market
    value  at  that  date) and the fair value of the tangible net  assets  of
    Warner  Chilcott  at  the same date is used for the  calculation  of  the
    goodwill for inclusion in Galen accounts.
    
    £11.0  million  representing the total estimated  transaction  costs  are
    shown as a reduction in cash balances.
          

6    No  account has been taken of any trading or other transactions of Galen
     or  Warner  Chilcott since 30th September, 1999 and 31st December,  1999
     respectively.


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