PR Newswire - November 28, 1995

The total consideration to be paid by Wisconsin Pharmacal for 100 percent of the outstanding stock of Chartex is approximately $5.8 million, which includes certain nonrefundable (except under limited specific circumstances) payments to be made prior to closing of approximately $800,000. Also included in the total consideration is $3.9 million, which would be paid by Wisconsin Pharmacal in cash at the closing of the transaction, approximately $600,000 would be paid by a three-year non-interest-bearing promissory note and approximately $500,000 would be paid by a nine-month promissory note. It is estimated that transaction expenses would be about $600,000.

Closing of the transaction is contingent on the completion of Wisconsin Pharmacal's previously announced sale of its wholly-owned, recreational products subsidiary, WPC Holdings. Total consideration from the sale of WPC Holdings is $8.75 million (including cash at closing of $7 million). Wisconsin Pharmacal expects to seek shareholder approval of the sale of WPC Holdings at a special meeting of shareholders to be held in December or January. Wisconsin Pharmacal recently closed a one-year $1-million "bridge loan" facility in connection with the Chartex acquisition.

If completed, the purchase of Chartex will provide Wisconsin Pharmacal with ownership of all intellectual property relating to the female condom, including patents which have been issued in the U.S., Japan and the European Economic Community; proprietary manufacturing technology; a state-of-the-art manufacturing facility; and global marketing rights. The purchase will also result in the elimination of all recorded and contingent liabilities, including royalties, from Wisconsin Pharmacal to Chartex, and any prepaid royalties on the books of Wisconsin Pharmacal. The acquisition will enable Wisconsin Pharmacal's Female Health Company to develop worldwide strategies for the production and marketing of the female condom to consumers and to the public sector. Management believes that opportunities to expand and develop new markets exist since the female condom is not currently marketed in most major countries including France, Germany, Italy, Brazil, China, India and Japan.

Earlier this year, Wisconsin Pharmacal signed a definitive agreement to sell its WPC Holdings subsidiary subject to Wisconsin Pharmacal shareholder approval. Wisconsin Pharmacal delayed seeking shareholder approval due to the discussions with Chartex. If the purchase of Chartex is completed, Wisconsin Pharmacal anticipates it will need to raise at least $5 million in the short term to support the global operation and development of the combined company. There is no assurance this will be accomplished. Wisconsin Pharmacal has applied to the U.K. Department of Trade and Industry for a Regional Selective Assistance Grant which it considers important to the successful completion of this project.

Wisconsin Pharmacal also previously announced that the proxy to approve the sale of WPC Holdings will request shareholders approval to change its name to The Female Health Company. The company's stock will continue to be traded on the American Stock Exchange under the FHC symbol.

Women are the hardest hit by sexually transmitted diseases: they are at least twice as likely as men are to become infected during a single act of unprotected sex with an infected partner. Consequently, women continue to be the fastest-growing HIV-positive group worldwide.

According to the World Health Organization, by the year 2,000 an estimated 14 million women will have contracted HIV and at least four million women will have died from it. WHO estimates that every minute, two women are infected with HIV; every two minutes, a woman dies of AIDS somewhere on the planet. Studies in some countries show that up to 30 percent of HIV infections are occurring in women whose only risk behavior is sexual intercourse with a single male partner, who in turn has had or continued to have unprotected sex with other partners.

The Reality female condom, which the woman puts in place prior to a sexual encounter, is a soft, thin plastic sheath that adheres to the inside of her vagina. Reality helps reduce the risk of sexually transmitted diseases for both partners, as well as pregnancy. The female condom provides an important new option for women to use, particularly when the man can't or won't use a male latex condom.

The Female Health Company is dedicated to identifying, developing and marketing unique products for women that will help them stay healthy and enhance their lives.

CONTACT: William R. Gargiulo, 312-280-2281, for The Female Health Company/ 07:30 EST

Copyright (c) 1995/PR NewsWire. Reproduced with permission. Reproduction of this article (other than one copy for personal reference) must be cleared through the Permissions Desk, PR Newswire, 810 Seventh Avenue, New York, NY 10019.
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