Exhibit 99.1
[DURAMED LETTERHEAD]
October 6, 1999
Solvay Pharmaceuticals, Inc.
000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Dear Sir or Madam:
This is to confirm the agreement we have reached regarding your possible
purchase of shares of common stock in Duramed. We have agreed that you have the
option to purchase up to 3,000,000 shares at a price of $9.00 per share. If you
elect to purchase any of these shares, you must purchase at least 1,666,666
shares. The purchase will be on the terms set forth in the term sheet attached
as Exhibit A.
The purchase is subject to approval of our Board of Directors and compliance
with any applicable regulatory requirements. We will seek to satisfy such
conditions as soon as practical. You will have until the close of business on
October 15, 1999 to decide whether to exercise your options and to notify us of
the number of shares which you decide to purchase. The purchase of the first
1,666,666 shares must close no later than October 22, 1999. The purchase of any
additional shares will close as soon as any applicable regulatory requirements
are satisfied.
We will work together to develop more detailed agreements dealing with the
purchase.
If this letter sets forth accurately our agreement with respect to the matters
set forth above, please sign and return a copy of this letter.
Cordially,
DURAMED PHARMACEUTICALS, INC.
By: /s/ X. Xxxxxx Xxxxxxxx
------------------------------
X. Xxxxxx Xxxxxxxx, Chairman
Read and Agreed to this 6th day of October, 1999
SOLVAY PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxx
------------------------------
Xxxxx X. Xxxx, President and
Chief Executive Officer
Exhibit A
ISSUER: Duramed Pharmaceuticals, Inc.
("Duramed" or the "Company")
INVESTOR: Solvay Pharmaceuticals, Inc.
("Solvay")
SECURITY: Common Stock
AMOUNT: Up to 3.0 million shares
PURCHASE PRICE $9.00 per share
GROSS PROCEEDS: Up to $27.0 million
RESALE REGISTRATION Duramed will use its best efforts to
OF SECURITIES: effect a registration statement for
the securities as soon as possible.
RESTRICTION ON SALES OF From the time that Duramed notifies
COMMON STOCK DURING Solvay that it is in the process of
MATERIAL FINANCINGS selling equity or equity linked
BY DURAMED: securities until 90 days after
completion of the sale of such
securities Solvay will not offer,
sell, contract to sell, grant any
option to sell, otherwise dispose of,
directly or indirectly, any shares of
common stock of the Company. This
provision shall terminate on 10/1/01.
RESTRICTIONS ON Until 10/1/01, neither Solvay nor any of Solvay's
ACQUISITION OF affiliates will in any manner, directly or
ADDITIONAL COMMON indirectly, effect or seek, offer, propose or in
STOCK: any way participate in, any acquisition of any
securities or assets of the Company or any of its
subsidiaries, unless such actions shall have been
specifically invited by the Board of Directors of
Duramed.
This restriction shall be suspended if Xxxxxxx
receives a credible offer from a third party for
the acquisition of a majority of the common stock
of the Company. A credible offer is defined as an
offer which the Board of Directors of Xxxxxxx
believes should be considered.
ANTI-DILUTIVE RIGHTS: Until 10/1/01, if Duramed conducts any material
sale of equity or equity linked securities to
parties (other than Duramed employees and
directors under the Company's stock option
programs and other similar arrangements in the
ordinary course of business), Solvay shall have
the right to purchase such securities at identical
terms at the time of such sale, such that Solvay's
percentage ownership of the Company (calculated on
a fully-diluted basis) prior to such sale is equal
to its percentage ownership (calculated on a
fully-diluted basis) after such sale.
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