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O.C. BRIEFLY

August 05, 1994

Merger Suit Filed: Shareholders of Viratek Inc. and SPI Pharmaceuticals Inc. have filed two lawsuits in Delaware, where the companies are incorporated, seeking to block the companies' proposed merger with ICN Pharmaceuticals Inc., which would create a $500-million company.

Costa Mesa-based ICN Pharmaceuticals said Tuesday it planned to merge with Viratek, SPI and ICN Biomedicals Inc., all in which ICN Pharmaceuticals holds a major stake.

One of the suits, filed by shareholder Solomon Jallath, contends that the proposed exchange of stock is unfair and does not maximize shareholder value for owners of Viratek and SPI stock.

David Calef, spokesman for all four companies, responded, "We think the merger provides the best value for all shareholders."

The stock of three of the four companies dropped Wednesday to prices below Monday's pre-announcement prices. Only ICN Biomedicals stock has risen, from $3.50 Monday to $3.875 at Thursday's close. ICN Pharmaceuticals shares dropped to $9.625 Thursday from Monday's three-month high of $10.50; Viratek common stock fell to $9.50 from Monday's $10.75, and SPI shares dropped to $18.625 from $21 on Monday. ICN Pharmaceuticals is traded on the New York Stock Exchange, the others on the American Stock Exchange.

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