AEGiS-PRn: North American Biologicals, Inc. and Univax Biologics, Inc. Complete Merger, Creating New First-Tier Biopharmaceutical Company

Important note: Information in this article was accurate in 1995. The state of the art may have changed since the publication date.

North American Biologicals, Inc. and Univax Biologics, Inc. Complete Merger, Creating New First-Tier Biopharmaceutical Company

PR Newswire - November 30, 1995

BOCA RATON, Fla. and ROCKVILLE, Md., Nov. 30 /PRNewswire/ -- North American Biologicals, Inc. (Nasdaq: NBIO) (NABI) and Univax Biologics, Inc. (Nasdaq: UNVX) announced today that they have completed the merger of the two companies. At separate meetings held November 29, the stockholders of each company approved the merger of the two companies, in a tax-free, stock-for-stock transaction, creating a first-tier biopharmaceutical company with estimated combined 1995 revenues of approximately $200 million. Integration of the two companies is now underway, with sales and marketing and administration being consolidated in Boca Raton, and research and development being centered in Rockville.

"The successful completion of this merger creates a first-tier biopharmaceutical company with one of the broadest product pipelines in the industry," said David J. Gury, Chairman, President and CEO of NABI. "By combining NABI's manufacturing capability and international customer base with Univax's R&D, clinical/regulatory experience and U.S. marketing organization, we are now well positioned as a revenue and earnings generating biopharmaceutical company that can commercialize a steady stream of immunotherapeutic products."

"All of us at Univax are very excited about the opportunity to expand and accelerate our product development programs within the merged company," said Thomas P. Stagnaro, President and CEO of Univax. "We anticipate the start of more than six new clinical trials in 1996 for several of our products, as well as the availability of clinical data from the Phase II trials of an immune globulin product we are developing with Genzyme Corp. for the treatment of lung infections in cystic fibrosis patients."

Fully Integrated Company with Significant Product Portfolio

NABI is now fully integrated from research through product commercialization with a U.S. marketing and distribution organization already in place. NABI has approximately eight products in clinical development, as well as two immunotherapeutic products already on the market: H-BIG(R), to prevent hepatitis B infections, and WinRho SD(TM), which is indicated for the treatment of children with chronic and acute Immune Thrombocytopenic Purpura (ITP), adults with chronic ITP, and treatment of ITP secondary to infection with the human immunodeficiency virus (HIV). WinRho SD is also indicated for the suppression of Rho (D) isoimmunization during pregnancy.

Management noted that it has major collaborative agreements with other biotechnology companies including Chiron/Biocine for the development of immune globulin therapeutics based on Chiron's proprietary viral vaccines.

Organizational Structure with Experienced Biopharmaceutical

Management

The merged company is initially retaining the name North American Biologicals, Inc. and is headquartered in Boca Raton, Florida. Administration and Biopharmaceutical Manufacturing remain in Boca Raton. Mr. Gury serves as Chairman, President and CEO. Mr. Gury's Executive Team comprises: Mr. Stagnaro, who serves as Senior Executive Vice President overseeing research and development, sales and marketing and new business development; Mr. John C. Carlisle, who serves as Senior Executive Vice President overseeing donor operations, manufacturing and other corporate services; Mr. Alfred J. Fernandez, who serves as Senior Vice President and -More-CFO; Pinya Cohen, Ph.D., who serves as Senior Vice President, Regulatory Affairs and Quality Assurance; Robert Naso, Ph.D., who serves as Senior Vice President, Research and Development; and Steven W. Weston, who serves as Senior Vice President, Donor Management.

In addition to Mr. Gury as chairman, the NABI Board is comprised of: Mr. Brian H. Dovey, previously Univax's Chairman and formerly the President of Rorer Group, Inc.; Mr. Stagnaro, previously Univax's President and CEO; Mr. George W. Ebright, formerly President and Chief Operating Officer of SmithKline Beckman Corporation; and Mr. Joseph C. Cook, Jr., formerly Group Vice President at Eli Lilly and Co. Continuing to serve on NABI's Board are Mr. Paul W. Bogikes, a Principal of Medical Implements Company; Mr. David L. Castaldi, formerly President of BioSurface Technologies; Mr. Richard A. Harvey, Jr., President of BNY Associates; Mr. David Thompson, retired Senior Vice President of Abbott Laboratories; and Mr. John C. Carlisle, Senior Executive Vice President of NABI.

Seventy five percent of all NABI shareholders, and 98 percent of those NABI shareholders who voted, approved the merger. Sixty seven percent of all Univax shareholders, and 99 percent of Univax shareholders who voted, approved the merger.

The terms of the merger entitle holders of Univax's common stock to .79 share of NABI common stock in exchange for each Univax share held. The merger will be accounted for as a pooling-of-interests. NABI shareholders also voted in favor of a proposal to amend NABI's 1990 Equity Incentive Plan. Univax ceased trading on the Nasdaq National Market System as of Wednesday, November 29, 1995. The merged company is trading on the Nasdaq National Market System under NABI's trading symbol: NBIO.

North American Biologicals, Inc., headquartered in Boca Raton, Florida, is a top-tier biopharmaceutical company focused on the development, manufacturing, and marketing of products that prevent and treat autoimmune and infectious diseases and related complications through the activation and targeting of the human immune system.

CONTACT: David J. Gury, Chairman, President and CEO, or Alfred J. Fernandez, VP, Finance and CFO of North American Biologicals, Inc., 407-989-5800, or Thomas P. Stagnaro, President and CEO of Univax Biologics, Inc., 301-770-3099, or Marcia A. Kean or Lucy L. Morrison of Feinstein Partners Inc., 617-577-8110/

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