- Announcement from Novator


On 10 May 2007 Novator, an investment firm owned by Bjorgolfur Thor
Bjorgolfsson,  announced to the OMX Nordic Exchange in Iceland that it would,
through a newly formed company, Novator eignarhaldsfélag ehf. (hereinafter
referred to as the “Offeror”) make an offer for all the outstanding Class A
shares of Actavis Group hf. (“Actavis”) not already held by companies
affiliated with the Offeror or held in treasury (the “Offer”).  Companies
affiliated with the Offeror collectively own 1,296,379,823 Class A shares of
Actavis, representing approximately 38.5% of the issued Class A share capital
and voting rights in Actavis. 

On 1 June 2007 the Offeror made a voluntary bid pursuant to Article 38 of Act
No. 33/2003 on Securities Transactions (the “Act”). The terms and conditions of
the bid were presented in the official offer document that was sent to
shareholders in Actavis (the “Offer Document”). 

The Offeror hereby announces that it has decided to make an improved offer
pursuant to Article 44 of the Act subject to the same terms and conditions as
set out in the Offer Document amended as follows (the “Revised Offer”): 

• the cash consideration offered shall be increased to EUR1.075 (one euro and
  seven and a half cents) per outstanding Class A share in Actavis not held by
  the Offeror or affiliated companies or held in treasury (the “Offer Price”),
  representing an increase of approximately 10% from the original offer price; 

• a potential additional cash payment (the “Additional Payment”) to
  shareholders of Actavis Group hf. who accept this Revised Offer (an “Accepting
  Shareholder”) for each outstanding Class A share in Actavis not held by the
  Offeror or affiliated companies or held in treasury, the terms of which are
  presented below. 


The Revised Offer is subject to the following conditions (in addition to the
conditions that are stipulated in the Offer Document): 

• an unanimous recommendation by the Independent Directors of Actavis to
  Actavis' shareholders to accept the Revised Offer; 

• irrevocable undertakings from the Independent Directors of Actavis to accept
  the Revised Offer. 


Key Terms for Additional Payment 
If, during the twelve months after the Revised Offer becomes unconditional, the
Offeror sells or otherwise transfers, directly or indirectly, in one or more
transactions (including by way of any grant of warrants or options, merger,
material asset disposal, the relisting of shares or otherwise), 10% or more of
its common shares (or any direct or indirect interest therein), excluding
grants or sales of shares to employees of Actavis, any intra-group
restructuring as well as any security interests granted over the shares,
(calculated at the date when the Revised Offer becomes unconditional) in
Actavis (or any successor entity) to any third party (a “Later Sale”), at a
price higher than the Offer Price (“the “Higher Sale Price”), the Offeror is
obligated to notify all of the Accepting Shareholders that a Later Sale has
taken place,  no later than 5 business days after any agreement is reached in
relation to a Later Sale. 

Furthermore, the Offeror will make payment of the difference between the Higher
Sale Price and the Offer Price (net of any reasonable transaction costs), pro
rata on a per share basis through an Additional Payment to the Accepting
Shareholders. Any Additional Payment to an Accepting Shareholder will be made
in cash EUR, no later than 10 business days following the closing of any Later
Sale transaction. 

If any Accepting Shareholder disputes the Additional Payment within 28 business
days after receipt of an Additional Payment, then such amount shall be
independently determined by one of the Big 4 Accounting Firms, based upon such
methodology that it deems reasonable (the “Determined Amount”).  Such firm,
which will be appointed by and for the account of the Offeror, will disclose
the Determined Amount to all of the Accepting Shareholders, and such
determination shall be binding upon the Offeror and all Accepting Shareholders.
If the Determined Amount is higher than the Additional Payment, the Offeror
will make payment of the difference in cash EUR to all Accepting Shareholders
pro rata on a per share basis within 10 business days of such determination.