euro adhoc: Sanacorp Pharmahandel AG / Mergers - Acquisitions - Takeovers / Policy decision to establish a European joint venture

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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13.12.2006

The Management and Supervisory Boards of Sanacorp Pharmahandel
Aktiengesellschaft (in the following "SANACORP") have decided today
in their joint meeting to establish a common holding company with
CERP Rouen SA, domiciled in Rouen, France and to contribute the
operating wholesaling units in Germany, France and Belgium to that
holding. CERP Rouen SA is a pharmaceutical cooperative governed by
French law which - focusing its activities in France - is engaged in
pharmaceutical wholesaling and whose value and earnings performance
can be compared to that of SANACORP.

To put into practice the planned business combination the entire
operation of SANACORP including its investment in Andreae-Noris Zahn
AG, domiciled in Frankfurt am Main, will have to be outsourced to a
new subsidiary in a first step; CERP Rouen SA will do the same with
its wholesaling operation in France. In a next step the wholly-owned
investments in the new subsidiaries in Germany and in France and the
93.5 % investment in CERP BELGIUM are planned to be contributed to
the joint venture still to be established and to be domiciled in
Europe. Each of the venturers is planned to have a 50 % stake in this
joint venture; whether this proportion will remain depends on the
final results of a business valuation. SANACORP will then have the
functions of a holding company of the investment in the new joint
venture.

The directors of CERP Rouen SA had given their general approval to
this planned joint venture earlier already; with the SANACORP
executive bodies’ have made their policy decision today, further
details of this planned combination will have to be negotiated and to
be stipulated in an umbrella agreement which we expect to be
concluded at the end of January 2007. Provided that the joint venture
will proceed according to schedule, the operations will be
contributed to the new joint venture in the second half of 2007.

Even if an agreement is reached on the final contents of such an
umbrella agreement the actual realization of this business venture
will be subject to a variety of conditions. One of these conditions
is that the next annual general meeting of SANACORP and the next
general shareholders' meeting of Sanacorp eG Pharmazeutische
Großhandlung, holding all voting ordinary shares of SANACORP, will
agree to the joint venture and to the related restructuring required
and that the general meeting of CERP Rouen SA will also agree. In
addition, this joint venture will depend on the approval of the
merger control authorities.

end of announcement euro adhoc 13.12.2006 11:01:28
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ots Originaltext: Sanacorp Pharmahandel AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Dr. Thomas Strieder
Telefon: +49(089) 8581 432
E-Mail: t.strieder@sanacorp.de

Branche: Wholesale
ISIN: DE0007163131
WKN: 716313
Index: CDAX, Classic All Share, Prime All Share
Börsen: Frankfurter Wertpapierbörse / official dealing/prime standard
Börse Berlin-Bremen / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Bayerische Börse / official dealing


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