The Board of Directors of the companies LAMDA DETERGENT SA, ΕΒΙΚ SA, ELPHARMA SA and VETERIN SA decided on February 11th, 2007, to propose to the Shareholders'' General Meetings, the merger of the above companies by absorption of the first three by VETERIN SA.
LAMDA DETERGENT SA is active in the production and distribution of detergents and cosmetics for large multinationals and supermarkets; its shareholders'' equity amounts to euro 52 mil. VETERIN SA is active in the production and distribution of veterinary medicines and small pets'' accessories; its shareholders'' equity exceeds euro 34 mil. EBIK SA is active in the production and distribution of organic products through wholesale and through its own retail stores network; its shareholders'' equity amounts to euro 10 mil. ELPHARMA SA is currently active as a holding company which participates in Greek and international companies, which are active in the sectors of human medicines, medical equipment and health products; its shareholders'' equity amounts to euro 140 mil. More specifically, ELPHARMA SA owns 100% of the shares of the following companies: REMEK PHARMACEUTICALS SA, OMIKRON MEDICAL SA, OME EXPOMED LTD, EL SPEDIPHARM S.A.
As a result of the above, the total shareholder''s equity of the consolidated company is expected to amount to euro 235 mil. and its net borrowings will be approximately euro 130 mil.
Upon completion of the merger, a solid company will be established, which will be active in all the abovementioned sectors, achieving significant synergies regarding sales growth (cross selling) and further improvement of distribution and marketing costs, due to the considerable overlap of current clientele and the intense complementarity of the individual sectors. Furthermore, an operational consolidation of the competent management teams of the abovementioned companies is achieved.
More specifically, the decisions of the Boards of Directors refer to the commencement of the merger by absorption procedures, jointly and in parallel, of the companies LAMDA DETERGENT SA, ΕΒΙΚ SA and ELPHARMA SA by VETERIN SA. The merger will be realized according to the provisions of articles 69 - 77 C.L. 2190/1920 and articles 1 - 5 L. 2166/1993. The conversion balance sheet of the absorbed companies will be drawn up on February 15th, 2007.
The Board of Directors of the merging companies have decided to propose to the General Meetings of their Shareholders the following share exchange ratios as fair and reasonable for each company:

• (a) The shareholders of VETERIN SA shall exchange each share that they hold today, with 0,7906 new shares, as they will be determined after the completion of the merger,

• (b) The shareholders of LAMDA DETERGENT SA shall exchange each share that they hold today, with 1,5632 new shares, as they will be determined after the completion of the merger,

• c) The shareholders of EBIK SA shall exchange each share that they hold today, with 1,5082 new shares, as they will be determined, after the completion of the merger.

• (d) The shareholders of ELPHARMA SA shall exchange each share that they hold today, with 0,8967 new shares, as they will be determined after the completion of the merger.

The Board of Directors of the absorbed companies and the absorbing company have assigned to the independent from the merging companies, audit company SOL SA, to evaluate the merging companies and to confirm that the suggested share exchange ratios are fair and reasonable.
The merger relies on the condition that the necessary licenses and approvals, as provided by law, by the competent authorities and the General Meetings of the merging companies, shall be obtained. On the basis of the relevant business plans that have been drawn up for the evaluation of each company and which are based on relevant assumptions, upon which they depend their suit is estimated that the consolidated company will record in the year 2007:
Turnover of euro 350 - 370 mil. over euro 230 mil. approximately in 2006, After tax profits of euro 40 - 50 mil. over euro 25 mil. approximately in 2006 and EBITDA of euro 80 - 90 mil. over euro 48 mil. approximately in 2006. Comparative figures regarding fiscal year 2006 are presented on a proforma basis.
New corporate identity: After the completion of the merger, the consolidated company that will be created from the merger will have in its corporate name and in its distinctive title the lexical element "Alapis". Management: The companies will continue to operate separately until the completion of the merger and the beginning of operations of the consolidated company.
The consolidated company''s Board of Directors will consist of 5 members; Mr. Lavrentios Lavrentiadis will be the President of the Board of Directors and Mr. Petros Kyriakides the Managing Director.
After the completion of the merger, a cash share capital increase of euro 325 mil. approximately is planned for the consolidated company. In this increase the premption right will be granted to all the old shareholders of the merging companies. It is noted that all the previous estimations on the figures of 2007, do not include the effect of the mentioned share capital increase. The above terms are included in a memorandum, signed by the merging companies on 11.02.2007.