LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a shareholder of Abbott Laboratories (India) Limited. If you require any clarification about the action to be taken, you should consult your stock broker or investment consultant or the Manager or the Registrar to the Offer. In case you have sold the shares, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement to your broker through whom the sale was effected.

CASH OFFER AT Rs 243 (RUPEES TWO HUNDRED AND FORTY THREE ONLY) PER EQUITY SHARE
[Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent Amendments thereto]

TO ACQUIRE 1,043,901 fully paid-up equity shares representing 20% of the voting share capital OF

ABBOTT LABORATORIES (INDIA) LIMITED

having its registered office at Jehangir Building, 133 Mahatma Gandhi Road, Mumbai 400001, India Tel: 022-2671857 Fax: 022-2658313

BY

PHARMACIA CORPORATION
having its corporate office at 100 Route 206 North, Peapack, New Jersey 07977, USA Tel: 001 908 901 8000 Fax: 001 908 901 1833 ATTENTION:
1. 2. Pharmacia Corporation, a company registered under the laws of the United States of America, with its Corporate Office at 100 Route 206 North, Peapack, New Jersey, 07977 is the Acquirer. Pursuant to Regulation 10 and 12 of the SEBI (SAST) Regulations 1997, PHA is making a public offer to acquire 1,043,901 fully paid up equity shares of Rs 5 each, representing 20% of the outstanding paid-up equity share capital of ALL at a price of Rs 243 (Rupees two hundred and forty three only) per fully paid up equity share payable in cash. If the aggregate of the valid response exceeds 1,043,901 equity shares, then the Acquirer shall accept the offers received from the shareholders of ALL on a proportionate basis, in consultation with the Manager to the Offer, in accordance with Regulation 21(6) of the Takeover Code. If there is any upward revision in the Offer Price and/or the Offer Size by the Acquirer till the last date of revision, viz. April 09, 2002, or withdrawal of the Offer, the same would be informed by way of a Public Announcement in the same newspapers where the original Public Announcement had appeared. Such revised Offer Price and/or Offer size would be applicable for all the shares tendered anytime during the Offer and accepted under the Offer. The Public Announcements, Letter of Offer and Form of Acceptance cum Acknowledgement would also be available on SEBIs website www.sebi.gov.in Shareholders who have accepted the Offer by tendering the requisite documents in terms of the Public Announcements/ Letter of Offer, cannot withdraw the same. PHA has received approval from FIPB for acquisition of shares under the Share Purchase Agreement and the public offer / market purchases on March 08, 2002. The Offer is also subject to the approval of the RBI under the Foreign Exchange Management Act, 1999 for acquiring shares tendered by shareholders including NRI/FIIs and OCBs. To the best of PHAs knowledge, other than the approvals mentioned herein, no other approvals are required. If there is a competitive bid, the public offer under all the subsisting bids shall close on the same date. As the offer price can not be revised during 7 working days prior to the closing date of the offers/bids, it would, therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final offer price of each bid (if there are competitive bids) and tender their acceptance accordingly.

3.

4. 5. 6.

7. 8.

THE PROCEDURE FOR ACCEPTANCE OF THIS OFFER IS SET OUT IN SECTION 7 FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT IS ENCLOSED WITH THIS LETTER OF OFFER All future correspondence, if any, should be addressed to the Manager /Registrar to the Offer at the following address MANAGER TO THE OFFER
Ambit Corporate Finance Pte Limited Contact Person: Gautam Gupte /Abhijit Sheikdar 109-112 Dalamal Towers Nariman Point, Mumbai 400 021 Phone 022-237 1819 Fax 022-237 3020 Email: pha_offer@ambitpte.com

REGISTRAR TO THE OFFER

MCS Limited Contact Person: Ashok Gupta Sri Venkatesh Bhavan, Plot No 27, Road No 11, MIDC Area, Andheri (E) Mumbai- 400093 Phone 022- 821 5235 Fax 022-835 0456 Email: mcsmum@vsnl.com

OFFER OPENS ON : March 20, 2002 (WEDNESDAY)

Activity Public Announcement publication date Specified Date (for the purpose of determining the names of Shareholders to whom the Letter of Offer would be sent) Date of revised Public Announcement Corrigendum Last date for completion of dispatch of LOO to shareholders Date of Opening of the Offer Date of Closure of the Offer Last date for revising Offer Price/Offer Size Last date for a competitive bid Date by which acceptance / rejection under the offer would be intimated and the corresponding payment for the acquired shares and/or the unaccepted shares/ share certificates will be dispatched

OFFER CLOSES ON: April 18, 2002 (THURSDAY)

Latest Date February 04, 2002 (Monday) February 08, 2002 (Friday) March 19, 2002 (Tuesday) March 15, 2002 (Friday) March 20, 2002 (Wednesday) April 18, 2002 (Thursday) April 09, 2002 (Tuesday) February 25, 2002 ( Monday)

SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER:

May 17, 2002 (Friday)

TABLE OF CONTENTS
S. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. Details Disclaimer Clause ............................................................................................................................. Details of the Offer ........................................................................................................................... Background of Acquirer ................................................................................................................... Background of the Target Company ............................................................................................. Offer Price & Financial Arrangements ......................................................................................... Terms and conditions for the Offer ............................................................................................... Procedure for Acceptance and Settlement ................................................................................. Documents for inspection ................................................................................................................ Declaration by the Acquirer ............................................................................................................ Page No. 4 4 6 8 11 13 14 16 16

Form of Acceptance cum Acknowledgement is enclosed

DEFINITIONS
Acquirer/PHA Board BSE Common stock Demat DP FEMA FII FIPB Form of Acceptance / FOA INR LOO Manager/ Manager to the Offer / Ambit Million Negotiated Price NRI NSE NYSE OCB Offer Offer Price Offer Size Persons Eligible to participate in the Offer Preferred stock Public Announcements / PA RBI Registrar to the Offer SEBI SEBI (SAST) Regulations /Takeover Code Sellers / Abbott USA Shares SPA / Share Purchase Agreement Specified Date Target Company / ALL USD Pharmacia Corporation, USA Board of Directors The Stock Exchange, Mumbai Equity share capital Dematerialised form of equity shares Depository Participant Foreign Exchange Management Act, 1999 Foreign Institutional Investor Foreign Investment Promotion Board Form of Acceptance cum Acknowledgement Indian Rupees This Letter of Offer Ambit Corporate Finance Pte Limited 10 lacs Price at which the Share Purchase Agreement was signed between the Acquirer and Sellers i.e. USD 13.50 million for 2,687,808 equity shares of ALL Non Resident Indian National Stock Exchange of India New York Stock Exchange Overseas Corporate Body Offer for acquisition of 1,043,901 fully paid up equity shares of face value of Rs. 5/each of ALL at the Offer Price Rs. 243 per fully paid-up equity share of Rs. 5 each 1,043,901 fully paid-up shares of ALL proposed to be acquired under the Offer Registered and unregistered shareholders of ALL other than the Sellers Preference share capital Announcement of the Offer made by PHA on February 4, 2002 and the corrigendum dated March 19, 2002 Reserve Bank of India MCS Limited The Securities and Exchange Board of India SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto Abbott Laboratories USA and Abbott International Limited collectively Fully paid up equity shares of face value Rs. 5 each of ALL tendered under the Offer Share purchase agreement signed between the Sellers and the Acquirer on January 29, 2002 February 08 , 2002 Abbott Laboratories (India) Limited United States Dollars

1.

DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (SAST) REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF ALL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER, OR OF ALL THE TARGET COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER AMBIT HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 14, 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SAST) REGULATIONS AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

2.
2.1

DETAILS OF THE OFFER

Background of the Offer

2.1.1 This Offer is being made pursuant to Regulations 10 & 12 of and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 and subsequent amendments thereto. 2.1.2 This Offer is being made by PHA, a company registered under the laws of State of Delaware, United States of America, with its corporate office at 100 Route 206 North, Peapack, New Jersey 07977, USA to the equity shareholders of Abbott Laboratories (India) Limited. 2.1.3 On January 29, 2002 PHA has entered into an SPA with the Sellers to purchase from the Sellers their entire shareholding, representing 2,687,808 fully paid-up equity shares (representing 51.495% of the total paid-up equity share capital), in the Target Company at USD 13.50 million, which is equivalent to INR 652.99 million based on the Reserve Bank of India reference rate of January 29, 2002 (INR 48.37/USD) and translates to Rs 242.95 per fully paidup equity share, payable in cash. This acquisition is subject to certain conditions as laid down in the SPA and, when completed, will result in a change in control of the Target Company. The Sellers and PHA have also entered into a mutual non-compete agreement in relation to the territory of India. Simultaneously with the SPA, the Sellers and the Target Company have entered into certain agreements namely Trademarks License and Registered User Agreement, Technology License and Technical Support Agreement, License Termination Agreement and Co- Marketing Agreements, which provide for:

Substitution of the present Technology and Registered User Agreement for certain products currently marketed by the Target Company with a new royalty -free Technology License and Technical Support Agreement and Trademarks License and Registered User Agreement for a period of fifteen years, limited to India Certain nutritional and hospital products (being Abbott USA specialties), will continue to be marketed by Abbott USA through their Knoll operations (Knoll International Private Limited or Knoll Pharmaceuticals Limited) in India, who will for this purpose takeover the inventory and other assets related to the marketing of the said products. These products are Norvir/Kaletra, Lucrin, Hytrin, Forane, Sevorane, Atracurium, Similac, Isomil, Pediasure, Ensure, Glucerna, Suplena, Nepro and Survanta. The Target Company employees, promoting and marketing the Abbott USA specialties in India, will at their option, continue to do so under the Knoll operations. Abbott USA will continue to market and sell Hytrin (terazosin hydrochloride) its product for BPH through its existing Knoll operations and the Target Company will have rights to co-market the same under a different brand. The Target Company would retain and market the brand Claribid (clarithromycin) and Abbott USA, through its Knoll operation in India, would co-market the same under a different brand. PHA has joined in the execution of some of the agreements primarily to ensure the performance thereof by the Target Company.

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2.1.4 In accordance with the Takeover Code, PHA is making a public offer to acquire 1,043,901 fully paid up equity shares of Rs 5 each, representing 20% of the outstanding paid-up equity share capital of the Target Company at a price of Rs 243/- (Rupees two hundred and forty three only) per fully paid up equity share payable in cash. 2.1.5 For the purposes of this offer there are no persons acting in concert with PHA as per the provisions of Regulation 2(1)(e)(1) of the Takeover Code. Due to the operation of Regulation 2(1)(e)(2) of the Takeover Code, there could be persons who would be deemed to be acting in concert, however, they are not acting in concert for the purposes of this offer. 2.1.6 Neither PHA nor any of its Directors have acquired shares of ALL in the last twelve months nor do they hold any shares in ALL as on the date of this Letter of Offer, except by way of the SPA. 2.1.7 Neither PHA nor any of its directors have been prohibited by SEBI from dealing in securities under any regulations made under the SEBI Act. 2.1.8 To the best of the knowledge of the Acquirer, neither the Sellers nor the Target Company have been prohibited by SEBI from dealing in securities under any regulations made under the SEBI Act. 2.1.9 The Acquirer has complied with the relevant Regulations under Chapter II of the Takeover Code. 2.2 Details of the proposed Offer

2.2.1 The Public Announcement dated February 04, 2002 (Monday) was and the corrigendum dated March 19, 2002 (Tuesday) will be made in the following newspapers, in accordance with Regulation 15 of the SEBI (SAST) Regulations: PUBLICATION Financial Express Jansatta Loksatta LANGUAGE English Hindi Marathi EDITION All editions All editions Mumbai

Upwards revisions in the Offer Price / Offer Size, if any, would be announced in the above-mentioned newspapers. 2.2.2 PHA is making an open offer to the shareholders of ALL to acquire 1,043,901 fully paid up equity shares (Shares) of Rs 5 each, representing 20% of ALLs outstanding paid up equity share capital at a price of Rs. 243 ( Rupees two hundred and forty three only) per fully paid up equity share payable in cash. If the aggregate of the valid response exceeds 1,043,901 equity shares, then the Acquirer shall accept the offers received from the shareholders of ALL on a proportionate basis, in consultation with the Manager to the Offer, in accordance with Regulation 21(6) of the Takeover Code. 2.2.3 The equity shares will be acquired by PHA, free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter. 2.2.4 The Offer is not conditional on any minimum level of acceptance. 2.2.5 Since the date of the PA and till the date of the LOO, PHA has not acquired any equity shares, of the Target Company from the open market. 2.3 Objects of the acquisition / Offer

2.3.1 This acquisition is the result of substantial acquisition of shares with change in management of the Target Company and will result in the consolidation of holdings of PHA to 71.5% assuming full acceptance of the Offer. PHA may also acquire upto 3.6% additional equity shares of ALL through open market purchases. The Offer to the shareholders of the Target Company is made in accordance with Regulations 10 and 12 of the Takeover Code. 2.3.2 PHA is interested in increasing and expanding its business presence in India as it is of the view that India will witness substantial economic growth in the coming years. PHA, through the equity investment in the Target Company, desires to broaden its Indian presence in terms of products marketed and increased reach with medical practitioners. 2.3.3 PHA will consider reorganisation and/ or streamlining of various activities of the Target Company including disposal of certain tangible assets to improve liquidity and for attaining commercial/ operational efficiencies. It is visualised that such steps, if taken, would enhance long term shareholder value. The Acquirer intends to effect a name change of the Target Company to reflect the change in control. 2.3.4 The Acquirer intends to change the board of directors of the Target Company to reflect the change in control. The directors representing the Acquirer would be Mr Rodney Unsworth, Mr Venkat Sohoni, Mr K G Ananthakrishnan and Mr C Kutty.

2.3.5 An application has been made by the Manager to the Offer, on behalf of PHA, to SEBI seeking exemption under Regulation 4(2) of the Takeover Code with a view that after the last date for competitive bids, and upon PHA depositing / furnishing the bank guarantee for the full amount under the tender offer, it be held that PHA has complied with its obligations under the Takeover Code thus enabling PHA to assume control over the Target Company. Upon receipt of said exemption PHA would assume control over the Target Company through transfer of shares agreed to be acquired through the SPA and effecting changes in the board of directors of the Target Company. 3. 3.1 BACKGROUND OF THE ACQUIRER Information on PHA

3.1.1 PHA (www.pharmacia.com) is a company registered under the laws of Delaware with its Registered Office at 100 Route 206 North, Peapack, New Jersey 07977, USA. 3.1.2 Pharmacia Corporation, a leading global pharmaceutical company created on April 01, 2000 through the merger of Pharmacia & Upjohn Inc. with Monsanto Company and its G.D. Searle unit. PHA is engaged in the business of prescription pharmaceuticals, consumer healthcare, animal healthcare, bulk pharmaceuticals and diagnostics. Pharmacia has a broad product portfolio, a robust pipeline of new medicines, and an annual investment of more than USD 2 billion in pharmaceutical research and development. 3.1.3 The shares of PHA are listed on the New York Stock Exchange and the Stockholm Stock Exchange. 3.1.4 PHA currently has a presence in India through its wholly owned subsidiary by the name of Pharmacia India Private Limited, incorporated on December 19, 1996, which is engaged in manufacturing of intra-ocular lenses and marketing of pharmaceutical products. 3.1.5 The following are the members of the board of directors of PHA, whose correspondence address (official address) is 100 Route 206 North, Peapack, New Jersey 07977, USA: Name of the Director Fred Hassan Frank C Carlucci M Kathryn Eickhoff R L Berthold Lindqvist Olof G Lund C Steven McMillan William U. Parfet Michael Kantor Gwendolyn S King Philip Leder Jacobus F M Peters Ulla B Reinius William D Ruckelshaus Bengt I Samuelsson Designation Chairman &CEO Director Director Director Director Director Director Director Director Director Director Director Director Director

None of the above persons are on the board of the Target Company. 3.1.6 PHA, till date, has complied with the relevant provisions of the Takeover Code. 3.1.7 The capital structure of PHA as on December 31, 2000 is as follows : Authorised shares Preferred stock (par value USD 0.01 per share) Common stock (par value USD 2 per share) 10,000,000 3,000,000,000 Issued shares 6,518 1,468,342,000 Outstanding shares 6,518 1,296,300,000

The quoted price of the PHA share, as on February 4, 2002 (PA date) on NYSE was USD 39.4 per share.

3.1.8 Brief financial information of PHA is as under: Profit & Loss Statement (In million) For the year ended December 2001 provisional (Please refer note 1 below) USD INR 13,837 2000 (Audited) USD INR 877,625.3 877,722.0 1999 (Audited) USD 16,425 16,317 INR 794,477.3 789,253.3 1998 (Audited) USD 13,737 13,336 INR 664,458.7 645,062.3

Total Income (Please refer note 3 below) Income from continuing operations (Please refer note 3 below) Total Expenditure Profit before depreciation, interest and tax Net Interest Depreciation Profit Before Tax Tax Minority Interests net of tax Earnings from continuing operations (Please refer note 2 below) Extraordinary Items (discontinued operations) (Please refer note 2 below) Net Earnings (Please refer note 2 below)

669,295.7 18,144 18,146

12,002 1,835 145 103 1,587 296 1291

580,536.7 16,202 88,759.0 7,013.7 4,982.1 76,763.2 14,317.5 62,445.7 1,942 242 327 1,373 395 6 984

783,690.7 93, 934.5 11,705.5 15,817.0 66,412.0 19,106.2 290.2 47,596.1

13,981 2,444 298 248 1,898 592 1306

676,261.0 118,216.3 14,414.3 11,995.8 91,806.3 28,635.0 63,171.2

12,501 1,236 111 233 892 411 481

604,673.4 59,785.3 5,369.1 11,270.2 43,146.0 19,880.1 23,266.0

210

10,157.7

-267

-12,914.8

72

3,482.6

-119

-5,756.0

1,501

72,603.4

717

34,681.3

1,378

66,653.9

362

17,509.9

Source: Pharmacia annual reports /Earnings release Q4 2001 (www.pharmacia.com) (One USD = INR 48.37 based on the RBI reference rate for January 29, 2002) Note 1: Pharmacia is reporting the results of the Monsanto agricultural business as Discontinued operations based on the companys previously-announced plan to spin off Monsanto. The company plans to complete the spin-off in the fourth quarter of 2002. As a result, sales and continuing earnings for 2001 reflect results of the pharmaceutical business only. Note 2: Net earnings varies from earnings from continuing operations due to adjustments for adoption of new accounting standards, extraordinary items and reclassification of discontinued operations. Note 3: Excludes income from businesses sold during the years 1998-2000. Balance Sheet For the year ended December 31 (Audited) USD Source of Funds Paid up share capital Reserves & Surplus (excluding revaluation reserves) Less: Misc. Expenses Shareholders equity (inclusive of preferred stock) Long term liabilities Other non current liabilities Total Uses of funds Net Fixed Assets (Incl. Capital work-in-progress) Net Assets of discontinued operations Goodwill & other intangible Assets 3,200 8,721 11,921 7,436 1,138 20,495 7,171 5,259 2000 INR 154,784.0 421,834.8 576,618.8 359,679.3 55,045.1 991,343.2 346,861.3 254,377.8 1999 USD 3,201 7,710 10,911 8,178 931 20,020 6,825 1,557 5,796 INR 154,832.4 372,932.7 527,765.1 395,569.9 45,032.5 968,367.4 330,125.3 75,312.1 280,352.5 USD 3,206 7,353 10,559 6,772 2,719 20,050 6,257 1,924 6,519 (In million) 1998 INR 155,074.2 355,664.6 510,738.8 327,561.6 131,518.0 969,818.5 302,651.1 93,063.9 315,324.0

For the year ended December 31 (Audited) USD Investments & Other non current assets Net Current Assets Total Source: Pharmacia annual reports Other Financial Data (Audited figures) 2,659 5,406 20,495

2000 INR 128,615.8 261,488.2 991,343.2

1999 USD 2,334 3,508 20,020

INR

1998 USD 2,281 3,069 20,050

INR

112,895.6 169,682.0 968,367.4

110,332.0 148,447.5 969,818.5

(One USD = INR 48.37 based on RBI reference rate for January 29, 2002)

2000 USD Dividend per share Earnings per share Return on Net worth Book Value per share 8.99 0.41 0.55 6.0% 434.85 INR 19.8 26.6

1999 USD 0.12 1.10 12.8% 8.48

INR 5.8 53.2

1998 USD 0.12 0.29 3.4%

INR 5.8 14.0

410.2

8.25

399.2

(One USD = INR 48.37 based on RBI reference rate for January 29, 2002) Source: Pharmacia annual reports Note for the above calculations:

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3.2

Networth = Shareholders equity - preferred stock RONW = (Net earnings - dividend on preferred stock) / (Shareholders equity - preferred stock) Book vale / equity share = (Shareholders equity - preferred stock)/ Number of outstanding equity shares EPS = (Net earnings- dividend on preferred stock) /Number of outstanding equity shares Net worth and share capital figures are year-end figures. Disclosure in terms of Regulation 16(ix) Please refer paragraph 2.3 above

3.3

Delisting Option The public shareholding in the Target Company will not fall below 10% as a result of this Offer and therefore the Target Company would continue to be listed post this Offer.

4. 4.1

BACKGROUND OF THE TARGET COMPANY ALL was incorporated as a private company on March 28, 1946. The Sellers together hold 51.495 % in ALL. The Target Company under went a name change on November 12, 1981 from being Abbott Laboratories (India) Private Limited to Abbott Laboratories (India) Limited. ALL is a public limited company having its registered office at Jehangir Building, 133 Mahatma Gandhi Road, Mumbai 400001, India. ALL has a product portfolio comprising anti-infective, vitamins and cardiovascular products. ALL also has a presence in hospital products, medical and pediatric nutritionals. Target Company has a registered user license and technical collaboration with its parent company for using certain trademarks and for information and data relating to the manufacture, sale and distribution of various drugs and pharmaceutical products. This would stand altered as mentioned in paragraph 2.1.3 above. Share capital structure of the target Company is as follows: The issued share capital of ALL amounts to Rs 26,100,000 comprising of 5,220,000 equity shares of Rs 5 each. The paid up equity share capital of ALL is Rs. 26,097,520 comprising of 5,219,504 equity shares of Rs. 5 each. The Target Company does not have any partly paid up equity shares but has 496 shares which are issued but not paid-up. Paid up equity shares of the Target Company Fully paid up equity shares Partly paid up equity shares Total paid up equity shares Total Voting Rights Source: ALL No. of Shares/ Voting Rights 5,219,504 Nil 5,219,504 5,219,504 % of Shares/ Voting rights 100% Nil 100% 100%

4.2

4.3

4.4 4.5 4.6 4.7 4.8 4.9

ALL does not have any outstanding convertible instruments. The Target Company has complied with the applicable provisions of Chapter II of the Takeover Code. The Target Company has complied with all the listing requirements and there has been no punitive action against the Target Company in this regard. The Target Company has confirmed that as far as it is aware the Sellers are, to the extent applicable, in compliance with Chapter II of the Takeover Code. To the best of the Acquirers knowledge the Target Company has not had any merger/de merger or spin off during the last three years. The Board of Directors of ALL is as under: Designation Chairman & Alternate Director Director Director Director Director Director Director (LIC Nominee) Director Director Address Panorama, 2nd floor, 203 Walkeshwar Road, Teen Batti Mumbai 400 006 301, Palonji Apartments, 389 Linking Road, Khar (West) Mumbai 400 052 1253, Breckenridge Court, Lake Forest, Illinois 60045, USA 3 Palmera, 3 A Altamount Road, Mumbai 400 026 No.5, Swettenham Close, Singapore 248 137, Republic of Singapore 3256, Park Place, Evanston, Illinois, USA -60201 6-3-788/A/13, Durganagar Colony, Ameerpet, Hyderabad 500 016 1331, Kajer Lane, Lake Forest, Illinois 60045, USA 201, Silver Symphony, 14, Church Avenue, Santacruz (West) Mumbai -400 054

Name R A Shah Harry Patel David Wardell Divakar Gavaskar Munir Ahmed Shaikh William Chase T R Reddy Thomas Chen Dr (Mrs) Angela Rodrigues

None of the above directors represents the Acquirer. 4.10 The brief financial information of ALL is as under: Profit & Loss Statement For the year ended March 31 1999 (Audited) 2000 (Audited) 2001 (Audited) (Rs. Million) Six month ended September 2001 (Unaudited) 448.91 1.37 450.28 426.58 23.70 1.29 5.31 17.10 0 4.50 12.60

Income from operations Other Income Total Income Total Expenditure Profit before depreciation, interest and tax Interest Depreciation Profit Before Tax Extraordinary items Tax Profit after Tax Source: Annual Reports / ALL

886.20 4.95 891.15 827.05 64.10 29.46 5.93 28.71 25.00 0.35 3.36

967.06 5.13 972.19 889.09 83.10 12.68 7.48 62.94 43.00 2.44 17.50

963.86 6.47 970.33 893.43 76.90 4.01 9.27 63.62 22.28 9.03 32.31

Balance Sheet For the year ended March 31 Source of Funds Paid up share capital Reserves & Surplus (excluding revaluation reserves) Less: Misc. Expenses Networth Secured loans Unsecured loans Total Uses of funds Net Fixed Assets (Incl. Capital work-in-progress) Investments Net Current Assets Total Source: Annual Reports ALL 128.37 0 137.79 266.16 156.31 0 218.40 374.71 22.50 99.80 65.29 57.01 143.68 65.47 266.16 26.10 330.33 22.29 334.14 38.97 1.60 374.71 1999 (Audited) 2000 (Audited)

(Rs. Million) 2001 (Audited)

26.10 350.16 0 376.26 14.88 1.28 392.42 185.36 0 207.06 392.42

Other Financial Data For the year ended March 31 Dividend (Rs per share) Earning per share (Rs.) Return on networth Book value per share (Rs) *Equity shares of Rs 10 face value Source: Annual Reports of ALL Note - for the above calculations: **Equity shares of Rs 5 face value 1999* 1.25 1.49 5.89% 25.34 2000* 3.00 6.71 5.24% 128.04 2001** 2.00 6.19 8.59% 72.09

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EPS = Profit After Tax/ No of paid up equity shares Book Value = Net worth/No of paid up equity shares Return on Networth = Profit after tax/ Networth Networth = Share Capital +Reserves & Surplus (excluding revaluation reserve) - Misc. Expenditure Networth and capital figures are year-end figures.

10

4.11 Shareholding pattern of ALL as on the date of the Public Announcement and expected post-Offer shareholding pattern assuming full 20% acceptance, is detailed below: Shareholder category Shareholding Shares/Voting Shares/Voting Maximum & Voting rights rights agreed to rights to be Shares/Voting prior to the be acquired acquired in rights Propsed agreement/ which triggered the Offer to be acquired acquisition and the Takeover (Assuming through markets Offer Code full acceptances) purchase A 1 Abbott Laboratories USA & Abbott International Limited (a) Acquirer (Pharmacia Corporation) Parties to the Agreement other than 1 and 2 Public (other than parties to SPA) (b) FIs/FIIs/MFs/ Insurance Cos Unit Trust of India 452,483 Life Insurance Corp 496,248 General Insurance Corp 125, 398 Other Insurance comp 128,544 Nationalized Banks 2050 Foreign Banks 2632 Mutual Funds 46,788 (c) Public Holding (Others) Total (b+c) 5 Total (a+b+c) 1,277,553 (24.48%) 2,531,696 (48.51%) 5,219,504 (100%) 5,219,504 (100%) 2,687,808 (51.49%) 0 NA 2,687,808 (51.49%) NA 1,043,901 (20%) NA 188,139 (3.60%) NA 3,919,848 (75.1%) NA B C D Shareholding/ Voting rights after the acquistion and offer i.e A+B+C+D E

2 3

1,254,143 (24.03%)

1,299,656 (24.9%)

The above is subject to change depending on the number of shares acquired from the open market upto April 09, 2002 and in the Offer. 5. 5.1 OFFER PRICE AND FINANCIAL ARRANGEMENTS Justification of Offer Price

5.1.1 The shares of ALL are listed on the BSE. These shares are also traded on the NSE. 5.1.2 The annualised trading turnover during the preceding 6 months ending January 31, 2002 in each of the stock exchanges is detailed below: Name of Stock Exchange Total number of shares traded during the 6 calendar months ending January 31, 2002 114,166 71,276 Total number of shares 5,219,504 5,219,504 Annualised Trading turnover (in terms of % total listed shares) 4.37% 2.73%

BSE NSE

(Source: Official quotations from the respective Stock Exchanges)

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As the annualised trading turnover (by number of shares) is more than 2% of the total number of listed shares at BSE and traded on NSE, the shares of ALL are deemed to be frequently traded in terms of the Takeover Code. 5.1.3 The weekly high and low of closing prices of the shares, during 26 weeks period preceding the date of the original Public Announcement, as recorded on BSE and NSE are given below: BSE Prices Week No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 NSE Prices Week No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Week Ended 10-Aug-01 17-Aug-01 24-Aug-01 31-Aug-01 7-Sep-01 14-Sep-01 21-Sep-01 28-Sep-01 5-Oct-01 12-Oct-01 19-Oct-01 26-Oct-01 2-Nov-01 9-Nov-01 16-Nov-01 23-Nov-01 30-Nov-01 7-Dec-01 14-Dec-01 21-Dec-01 28-Dec-01 4-Jan-02 11-Jan-02 18-Jan-02 25-Jan-02 1-Feb-02 High (Rs.) 140.70 142.90 133.00 136.00 135.50 136.90 129.45 124.75 124.85 124.00 124.00 124.90 126.75 143.60 139.80 147.00 155.00 154.25 144.50 158.00 140.00 144.20 146.95 145.00 166.60 188.15 Low(Rs.) 133.50 138.00 117.25 119.50 131.25 121.00 113.10 120.00 123.00 117.25 118.30 120.50 121.00 129.95 132.50 139.00 151.05 148.00 142.25 142.30 138.65 141.00 134.10 132.00 145.00 149.35 Average 137.10 140.45 125.13 127.75 133.38 128.95 121.28 122.38 123.93 120.63 121.15 122.70 123.88 136.78 136.15 143.00 153.03 151.13 143.38 150.15 139.33 142.60 140.53 138.50 155.80 168.75 Volume 525 394 1244 90 437 1549 660 560 1799 988 410 884 1586 2145 811 3446 1918 2471 308 1397 386 6970 5434 4921 17338 23648 Week Ended 10-Aug-01 17-Aug-01 24-Aug-01 31-Aug-01 7-Sep-01 14-Sep-01 21-Sep-01 28-Sep-01 5-Oct-01 12-Oct-01 19-Oct-01 26-Oct-01 2-Nov-01 9-Nov-01 16-Nov-01 23-Nov-01 30-Nov-01 7-Dec-01 14-Dec-01 21-Dec-01 28-Dec-01 4-Jan-02 11-Jan-02 18-Jan-02 25-Jan-02 1-Feb-02 High (Rs.) 141.00 142.00 139.00 136.80 138.30 139.95 128.90 127.50 127.25 123.00 122.70 125.00 127.90 143.70 138.00 147.60 159.45 157.75 148.40 158.75 142.80 145.00 145.05 145.50 164.35 187.40 Low(Rs.) 135.00 135.00 119.30 122.05 133.30 121.50 114.45 120.00 123.00 120.10 120.05 121.20 117.55 130.85 136.00 141.90 152.25 142.65 145.00 139.65 140.00 140.00 136.60 137.00 142.00 148.80 Average 138.00 138.50 129.15 129.43 135.80 130.73 121.68 123.75 125.13 121.55 121.38 123.10 122.73 137.28 137.00 144.75 155.85 150.20 146.70 149.20 141.40 142.50 140.83 141.25 153.18 168.10 Volume 910 222 1770 18149 1772 3908 2454 794 615 1122 936 1130 2093 7648 4729 15,563 4829 5941 8933 9255 1642 3566 1268 2372 8931 2282

The average of the weekly high and low of the closing prices of the equity shares of ALL as quoted on BSE during the 26 weeks preceding the date of the Public Announcement was Rs. 137.27 per share and as quoted on the NSE was Rs. 136.45 per share.

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The offer price is justified in accordance with the Regulation 20(2) of the Takeover Code as follows: a. b. The Offer Price of Rs 243 per fully paid up share is more than the rupee equivalent negotiated price (Rs 242.95 per equity share based on the RBI reference rate of the January 29, 2002). The Offer Price is about 77% higher than the average of the weekly high and low of the closing prices of the equity shares of ALL as quoted on BSE during the 26 weeks preceding the date of the original Public Announcement. In the 26 weeks preceding the date of the original Public Announcement the Acquirer has not acquired any share of ALL in any way including by way of allotment in a public or rights issue, other than through the SPA as mentioned above. There was no preferential allotment of equity shares of ALL during the last 12 months to the Acquirer. At the Offer Price, the implied price earning ratio for the Target Company is 39.2x on the earnings for the year ended March 31, 2001 (audited). The 12 months trailing price earnings ratio for the pharmaceuticals industry (multinational companies) is 16.6x (Source: Capital Markets Vol. XVI/22, dated January 20, 2002). The price to book value ratio for ALL is 1.90x based on the BSE price as per Regulation 20(2)(d)of the Takeover Code, while the implied price to book value ratio based on the Offer Price is 3.37x.

c.

d. e.

Hence Offer Price at Rs 243 is justified in terms of Regulation 20(6) of the Takeover Code. If the Acquirer acquires any shares of the Target Company after the PA date till 7 working days prior to closure of the Offer, in terms of the provisions of the Takeover Code, at a price higher than the Offer Price then such price will be payable as the revised offer price. 5.2 Financial Arrangements

5.2.1 The total fund requirement for the acquisition of 20% equity shares in the Target Company, at the Offer Price, is Rs 253,667,943 (Rupees twenty five crore thirty six lac sixty seven thousand nine hundred and forty three only) assuming that the entire Offer Size is subscribed. The Acquirer has enough resources to meet this amount and the funds will be provided by way of remittance from PHAs bankers outside India. 5.2.2 In accordance with Regulation 28 of the Takeover Code, PHA has created an Escrow Account in the form of a guarantee issued by The Hongkong and Shanghai Banking Corporation Limited, 52/60 Mahatma Gandhi Road, Mumbai 400 001, India valid upto May 20, 2002 in favour of the Manager to the Offer for an amount of Rs 300 million (Three hundred million only) being more than 100% of the total consideration, assuming full acceptance of the Offer. Further, PHA has also made a cash deposit of USD 63,000 (equivalent value of which is more than 1% of the total consideration) with HSBC Bank USA, 452 Fifth Avenue, New York, NY 10018, USA. On receipt of requisite RBI approval PHA will arrange to transfer this deposit to an Indian branch of HSBC Bank. The Manager to the Offer has been authorized to realize the value of the Escrow in terms of the SEBI (SAST) Regulations. 5.2.3 HSBC Bank USA, 452 Fifth Avenue, New York, NY 10018, USA (Tel +001 212 525 5500; Fax : +001 212 525 2479) have, vide their letter dated January 30, 2002, confirmed that adequate funds are available with PHA to implement the Offer in full. The Manager to the Offer has satisfied himself about the ability of the Acquirer to implement the Offer in accordance with the Takeover Code.

6.
6.1

TERMS AND CONDITIONS OF THE OFFER

Statutory Approvals

6.1.1 PHA has received approval from FIPB for acquisition of shares under the SPA and the public offer / market purchases on March 08, 2002. The Offer is also subject to the approval of the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999 for acquiring shares tendered by shareholders including NRI/FIIs and OCBs. Besides this, as on this date to the best of the knowledge of the Acquirer, no other approvals are required to acquire the Shares tendered pursuant to this Offer. However, the Offer would be subject to all statutory approvals that may be applicable at a later date. 6.1.2 The Acquirer shall complete all procedures relating to the Offer, including payment of consideration to the shareholders, by May 17, 2002. In case of delay due to non receipt of statutory approvals, SEBI may, if satisfied that the non-receipt of approvals was not due to willful default or negligence, grant extension of time for the purpose of completion of Offer, subject to the Acquirer paying interest to the shareholders for delay in payment of consideration beyond May 17, 2002. 6.2 Other terms 6.2.1 The Letter of Offer together with FOA will be mailed to the shareholders of ALL (except the Sellers) whose names appear on the register of members of ALL and the beneficial owners of the shares of ALL, whose names appear on the beneficial records of the respective depositories, at the close of business on February 08, 2002.

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6.2.2 All owners of shares, registered or unregistered (except the Sellers), are eligible to participate in the Offer as per the procedure set out in Section 7 below. Eligible persons can participate in the Offer by offering their shareholding in whole or in part. No indemnity is required from the unregistered owners. 6.2.3 Accidental omission to dispatch this Letter of Offer or the non-receipt or delayed receipt of this Letter of Offer will not invalidate the Offer in any way. 6.2.4 There are no partly paid-up shares in ALL. ALL has 496 equity shares which are issued but not paid-up. Acquirer will not accept any of these 496 shares, if tendered. 6.2.5 There are no locked-in shares in ALL. 6.2.6 Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement/ Letter of Offer, can not withdraw the same. 6.2.7 The instructions and provisions contained in the FOA constitute an integral part of the terms of this Offer.

7.
7.1

PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

Shareholders of ALL who wish to avail of this Offer should forward the under mentioned documents by hand delivery at the Collection Centers mentioned below, on or before the close of business hours on April 18, 2002. Collection Centres Mumbai Address MCS Limited Sri Venkatesh Bhavan, Plot No 27, Road No 11, MIDC Area, Andheri (E), Mumbai 400093 MCS Limited Sri Venkatesh Bhavan, 212 A Shahpurjat, New Delhi 110049 MCS Limited 77-2A, Hazra Road, Calcutta - 700029 Contact Person Ashok Gupta Mode of Delivery Registered Post / Hand Delivery Phone Nos. 022-8215235 Fax Nos. 022-8350456

Delhi

D C Verma

Hand Delivery

011- 6494830 011-6494152

Calcutta

P Basu

Hand Delivery

033- 4541892 033- 4747674

Ahmedabad MCS Limited 101, Shatdal Complex, 1st floor, opposite Bata showroom, Ashram Road, Ahmedabad 380 009 Timing :

Hari Singh

Hand Delivery

079- 6582878 079-6584027

Monday to Friday 10 AM to 1 PM and 2 PM to 4 PM Saturdays 10 AM to 1 PM (Except on Sundays and holidays) Shareholders who cannot hand deliver their documents should send the same by registered post, at their own risk, to the Registrar to the Offer at their office at MCS Limited, Sri Venkatesh Bhavan, Plot No 27, Road No 11, MIDC Area, Andheri (E), Mumbai -400 093, to reach before the close of business hours on April 18, 2002. 7.2 Shareholders who wish to tender their shares under this Offer should enclose the following documents duly completed: Registered Shareholders should enclose:

7.2.1 For equity shares held in physical form:

l l l

Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates. Original share certificate(s). Valid share transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with ALL and duly witnessed at the appropriate place. A blank share transfer form is enclosed along with this Letter of Offer. Shareholders should not fill up any details on the transfer deed. The transfer deed should be left blank, excepting the signatures (with witness) as mentioned above. Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein.

Unregistered owners should enclose

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l l l

Original share certificate(s). Original broker contract note. Valid share transfer form(s) as received from market. The details of buyer should be left blank failing which, the same will be invalid under the Offer. Unregistered shareholders should not sign the transfer deed. All other requirements for valid transfer will be precondition for acceptance. No indemnity is required from unregistered shareholders.

7.2.2 For Equity shares held in demat form:Beneficial owners should enclose:

Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records of the respective depository. Photocopy of the delivery instruction in Off-market mode or counterfoil of the delivery instruction in Offmarket mode, duly acknowledged by DP in favour of the special depository account (please see below) before the close of business hours on April 18, 2002. Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the Shares in respect of which the application is being sent. The Registrar to the Offer, MCS Limited, have opened a special depository account with ABN-Amro Bank N V, styled MCS Ltd Escrow Account: Abbott Laboratories (India) Limited. The details of the special depository account are as under: DP Name DP ID Client ID ABN Amro Bank N V IN 300644 10121412

For each delivery instruction, the beneficial owner should submit a separate FOA. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favor of the special depository account, before the closure of the Offer. The Form of Acceptance of such demat shares not credited in favor of the special depository account, before the closure of the Offer are liable to be rejected. 7.3 The share certificate(s), share transfer form, FOA and other documents, if any should be sent only to the Registrar to the Offer, at the collection centres mentioned above. They should not be sent to the Manager to the Offer or the Acquirer or the Target Company. In case of non-receipt of the Letter of Offer, the eligible persons may obtain a copy of the same from any of the collection centres mentioned above on providing suitable documentary evidence of acquisition of shares of ALL. The Letter of Offer and Form of Acceptance cum Acknowledgment will be available on SEBIs website: www.sebi.gov.in, from the Offer Opening Date. The eligible persons can down load these documents from the SEBIs website and apply on the same. Alternately, they may send their consent to participate in the Offer, to the Registrar to the Offer, on a plain paper stating their name, address, number of shares held, folio number, distinctive numbers of the shares held, number of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. April 18, 2002 . Unregistered owners should not sign the transfer deed and the transfer deed should be valid. In case of beneficial owners, they may send their application in writing to the Registrar to the Offer, on a plain paper stating their name, address, number of shares held, number of shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in Off-market mode or counterfoil of the delivery instruction in Off-market mode, duly acknowledged by the DP in favor of the special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e. April 18, 2002. The application should be signed by all the shareholders as per the registration details available with ALL and should be sent to the Registrar in an envelope clearly marked Abbott Laboratories (India) Limited - Open Offer by Pharmacia. Non-Resident shareholder should also enclose copy of permission received from RBI for the shares held by them in ALL and no-objection certificate / tax clearance certificate from the income tax authorities under Income Tax Act, 1961, indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. In case the aforesaid no-objection certificate is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the shareholder, on the entire consideration amount payable. In case the shares tendered in the Offer by the shareholders, are more than the Offer Size, the acquisition from each shareholder will be as per the provisions of Regulation 21(6) of the SEBI (SAST) Regulations on a proportionate basis, irrespective of whether the shares are held in physical or demat form. In case of the delay in receipt of statutory approvals beyond May 17, 2002, SEBI has the power to grant extension of time to Acquirer for payment of consideration to shareholders, subject to the Acquirer agreeing to pay interest for the delayed period, as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Payment of consideration will be made by crossed account payee cheque/demand draft / pay order and sent by Registered Post, to those shareholders/unregistered owners and at their risk, whose shares/ share certificates and

7.4

7.5

7.6

7.7

7.8

15

other documents are found in order and accepted by PHA in part or in full. In case of joint holders cheques/demand drafts will be drawn in the name of the first holder. It is advised that shareholders provide bank details in the Form of Acceptance cum Acknowledgment, so that same can be incorporated in the cheque/demand draft/ pay order. 7.9 Unaccepted share certificates, transfer forms and other documents, if any, will be returned by registered post at the shareholders/unregistered owners sole risk to the sole/first shareholder. In the event of acceptance on proportionate basis, physical certificates tendered would be split and the new certificate in respect of shares not accepted in the Offer will be sent to the shareholders within the time limit prescribed under the Companies Act, 1956. Shares held in demat form to the extent not accepted will be credited back to the beneficial owners depository account with the respective depository participant as per the details furnished by the beneficial owner in the FOA. 7.10 The Registrars to the Offer will hold in trust the Shares/share certificates, Shares lying in credit of the special depository account, FOA, and the transfer form(s), if any, on behalf of the shareholders of ALL who have accepted the Offer, till the cheques/ drafts for the consideration and/or the unaccepted shares/ share certificates are dispatched or credited back to the beneficial owners DP accounts. 7.11 In case any person has lodged shares of ALL for transfer and such transfer has not yet been effected, the concerned person may apply as per instruction contained in paragraph 7.4 above together with the acknowledgement of the lodgment of shares for transfer. Such persons should also instruct ALL and its registrar & transfer agents to send the transferred share certificate(s) directly to the collection centre located at Mumbai. The applicant should ensure that the certificate(s) reach the designated collection centre on or before the Offer closing date. 7.12 In case any person has tendered his physical shares in ALL for dematerialisation and such dematerialisation has not yet been effected the concerned shareholder may apply in the Offer as per instructions mentioned above together with a photocopy of the completed dematerialisation request form acknowledged by shareholders DP. Such shareholders should ensure the credit of the shares to the special depository account on or before the Offer closing date together with a copy of delivery instructions acknowledged by the DP in favour of the special depository account.

8.

DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection at the office of the Manager to the Offer, mentioned on the cover page, from 10.30 a.m. to 1.00 p.m. on any working day, except Saturdays, Sundays and holidays until the Offer closes:

l l l l l l l l l l

Certificate of incorporation and the by laws of Pharmacia Corporation Copy of Public Announcement dated February 04, 2002 and corrigendum dated March 19, 2002. Copy of Share Purchase Agreement dated January 29, 2002 between Abbott Laboratories USA, Abbott International Limited and Pharmacia Corporation. The annual report for Pharmacia & Upjohn for the year 1998, annual report of PHA for 2000 and the latest unaudited financial results for PHA. Annual Reports of ALL for the years 1999, 2000 and 2001 and six months unaudited financial results for period ending September 30, 2001 Copy of the letter from HSBC Bank, USA dated January 30, 2002 confirming the ability of PHA to fulfill its financial obligations under the Offer. A copy of the bank guarantee provided by HSBC Bank, Mumbai in favour of the Manager to the Offer as per the provisions of the Takeover Code. A copy of the tripartite agreement between the Manager to the Offer, HSBC Bank and Pharmacia Corporation regarding the operation of the 1% amount kept in a special account, as per the provisions of the Takeover Code. SEBI observation letter no FITTC/TO/AT/3872/02 dated March 08, 2002. A copy of the agreement entered into with depository participant for opening a special depository account for the purposes of the offer.

9.

DECLARATION BY THE ACQUIRER

The Board of Directors of Pharmacia Corporation accepts full responsibility for the information contained in the Public Announcements, this Letter of Offer and also are responsible for ensuring compliance with the Takeover Code. For and on behalf of Pharmacia Corporation

Roy Birnbaum (Authorised Person) Place : Hongkong Date : March 13, 2002.

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