Gensia Sicor Announces Private Placement of Units and
21.05.1999, 11:50
Declares Quarterly Dividend IRVINE, Calif. (PROTEXT) - Gensia Sicor Inc. (Nasdaq: GNSA)today announced that it has privately placed approximately 4million Units at a purchase price of $4.00 per Unit. Each Unitwill consist of one share of Common Stock and a Warrant topurchase one-tenth share of Common Stock at a per share exerciseprice of $5.75. In addition, the Company has received writtenpurchase agreements for an additional 2.175 million Units thatare expected to close on approximately June 10, 1999.Furthermore, the Company expects that Mr. Carlo Salvi, presidentand chief executive officer, will purchase 2.5 million Units for$10 million. In connection with the transaction, the Company willrepay the loan of $10 million made by Mr. Salvi to the Company inDecember 1998, eliminating approximately $800,000 in annualinterest payments for the Company. The offering, including the participation of Mr. Salvi, wouldresult in proceeds to the Company of approximately $35 million.The Units were sold directly by Gensia Sicor to private investorsand there will be no commissions or fees paid to third parties inconnection with this transaction. Gensia Sicor intends to use theproceeds to retire short-term and long-term debt, including therepayment of Mr. Salvi's loan to the Company, and for generalcorporate purposes. The securities have not been registered under the SecuritiesAct of 1933 and may not be resold absent registration or anapplicable exemption from registration. As part of thetransaction, Gensia Sicor agreed to file a registration statementon Form S-3 with the Securities and Exchange Commission to coverthe resale of the Common Stock no later than 180 days followingthe closing of this transaction. If a purchaser sells the CommonStock purchased in the Unit offering prior to December 31, 2000,then the purchaser will not be issued the Warrant component ofthe Unit. With the issuance of the shares expected in thisprivate placement, Gensia Sicor will have approximately 89million shares issued and outstanding. The Company also reported that its Board of Directors has seta record date of May 21, 1999 for the preferred stock quarterlydividend payment of $1.5 million payable June 1, 1999. Gensia Sicor Inc. is a vertically integrated pharmaceuticalcompany with proven expertise in the development, manufacturingand marketing of injectable pharmaceuticals and in the productionof active pharmaceutical ingredients utilizing synthesis orfermentation. The company is focused on the worldwide oncologyand injectable pharmaceutical markets. Gensia Sicor's commercialpharmaceutical businesses include Gensia Sicor Pharmaceuticals,Inc., a California-based manufacturer and marketer of multisourceinjectable drugs, SICOR-Societa Italiana Corticosteroidi S.p.A.and Diaspa S.p.A., both of Milan Italy, and Sicor de Mexico, S.A.de C.V. in Toluca, Mexico all which produce active pharmaceuticalingredients, and Lemery, S.A. de C.V. in Mexico City whichmanufactures injectable and oral finished multisource drugproducts. Gensia Sicor's company offices are located in Irvine,CA. This press release contains forward looking statements thatare subject to risks and uncertainties that could cause actualresults to differ materially from those set forth in the forwardlooking statements and those matters set forth in the riskfactors section of Gensia Sicor's filings on Forms 10-K and 10-Qwith the Securities and Exchange Commission. These forwardlooking statements represent the Company's judgment as of thedate of this press release. The Company disclaims any intent orobligation to update these forward looking statements. For more information on the Company, visit Gensia Sicor's newweb site at www.gensiasicor.com. News releases are also availableat no charge through PR Newswire's News On-Call fax service. Fora menu of available news releases or to retrieve a specificrelease made by Gensia Sicor, call 800-758-5804, extension354050. Please retain these numbers for future reference. otsOriginal Text Service: Gensia Sicor Inc. Internet:http://www.newsaktuell.de Contact: Laurie W. Little of GensiaSicor Inc., 949-455-4879; or Carolyn Bass or Jim Byers, 415-296-7383, or Patricia Walsh or Mark Owen, 212-850-5600, all ofMorgen-Walke Associates, Inc., for Gensia Sicor Inc. CompanyNews On-Call: http://www.prnewswire.com/comp/354050.html or fax,800-758-5804, ext. 354050 Web site: http://www.gensiasicor.com
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