Acquisition

RNS Number:8441M
Goldshield Group PLC
8 November 2001


For Immediate Release:                                      8 November 2001



                            Goldshield Group PLC


Expands Into Sterile Injectible Market with IR#12.0m (#9.4m) Acquisition

    Conditional acquisition of sales, marketing and distribution rights to
                    products from Antigen Holdings Limited


Goldshield Group plc ("Goldshield") today announces the conditional
acquisition (the "Acquisition") of Antigen International Limited, Antigen
Overseas Limited and Anpharm Limited (the "Subsidiaries") from Antigen
Holdings Limited ("Antigen") together with all the know-how, trademarks,
trading styles, sales, marketing and distribution rights to the products of
Antigen (together the "Assets"). The Assets and Subsidiaries are being
acquired for a total consideration of upto 12.0 million Irish punts ("IR#")
(9.4 million pounds sterling) (the "Total Consideration"). The Total
Consideration will be satisfied in two parts, first by an upfront payment of
upto IR#6.7m (#5.2m) (the "Upfront Consideration") and secondly by an
obligation to invest in the Subsidiaries to discharge their creditors under a
scheme of arrangement in an amount of upto IR#5.9m (#4.6m)  payable over the
next 30 months (the "Deferred Contingent Consideration"). The aggregate of the
Upfront Consideration together with the Deferred Contingent Consideration
cannot exceed IR#12m (#9.4m).  This acquisition of injectibles from Antigen
significantly enhances Goldshield's position in the supply of goods and
services to the Hospital sector.


Antigen is a private pharmaceutical company, incorporated in the Republic of
Ireland, which specialises in the production of sterile pharmaceutical
products / injectibles.   Antigen is currently in Examinership. The
Acquisition is conditional upon the warranties being true and accurate at the
date of completion which is expected to occur on or before 26 November 2001.


The Acquisition will be structured as follows:


Miza Pharmaceuticals Inc ("Miza"), a Canadian pharmaceutical contract
manufacturer, will, via a wholly owned Irish subsidiary, Mytek Pharmaceuticals
Limited ("Mytek"), acquire 100% of Antigen Holdings Limited.


Goldshield will, through a wholly owned Irish subsidiary, acquire the
Subsidiaries from Antigen and the Assets from certain other subsidiaries of
Antigen.  Goldshield has paid a deposit of IR#500,000 (#390,000) for the
Assets, which is refundable in full in the event that the Acquisition does not
complete.  In addition to the Assets, Goldshield will be receiving saleable
stocks and current receivables with a book value of not less than IR#2.5m (#
1.9m). Miza will retain the manufacturing assets of Antigen and a contract
manufacturing and supply agreement has been signed between the parties.


The products, which Goldshield is acquiring, are a range of sterile injectible
therapeutic pharmaceuticals, used throughout the world to treat a wide range
of conditions including Anesthesia and Rheumatology. Currently, these products
are sold throughout Ireland and the United Kingdom with Antigen being a major
supplier to the National Health Service.  Goldshield expects to grow sales in
Western Europe using its extensive marketing network and, over a longer period
of time, Goldshield will focus on expanding sales in the Rest of the World.


The net assets attributable to the Acquisition are approximately IR#8.7m (#
6.8m) as derived from Antigen's unaudited management accounts as at 31 March
2001. Operating under Antigen's charging structure and cost base, profits
attributable to the net assets to the 12 months to 31 March 2001 were
approximately IR#1m (#0.8m). The net assets and profit figures will be subject
to a completion audit.


Ajit Patel, Executive Chairman of Goldshield Group PLC, said:


"This acquisition will provide a sound platform to enhance sales of sterile
injectibles throughout the United Kingdom and Ireland, and it is the Board's
intention to use the acquisition to further increase Group sales in selected
international markets.  As a Group we have not, to date, focused heavily on
this area and I am therefore excited by the opportunities and new market areas
now opening up to us.  The Board is confident that this acquisition will make
a positive contribution to our Business."


                                   - END -


For Further Information Please Contact:

Goldshield Group PLC                        Tel: [phone]
Ajit Patel, Executive Chairman
Rakesh Patel, Finance Director


Buchanan Communications                     Tel: [phone]
Nicola How/Louise Bolton



Notes to editors:


Goldshield Group PLC a profitable, British, marketing-led, emerging
pharmaceutical company based in Croydon, Surrey, was founded in 1990, to sell
healthcare and pharmaceutical products internationally.  In June 1998 Group
floated on the London Stock Exchange and currently has a market capitalisation
of around #230 million.


Miza Pharmaceuticals, Inc. ("Miza") is a privately held Canadian Corporation
which provides niche development-led contract manufacturing services to the
pharmaceutical industry.  The Company serves over 300 companies in the
healthcare field.