Ivax Corp. and Noven Pharmaceuticals Inc. said Friday that theyhave signed a letter of intent for Ivax to acquire Noven in adeal valued at $47 million.

Ivax would acquire the 13.4 million outstanding shares ofNoven stock (NASDAQ:NOVN) for $3.50 a share, payable inshares of Ivax common stock. Noven stock closed at $3, down63 cents, on Friday.

Based on its Friday closing of $30.63, Ivax (AMEX:IVX) wouldissue about 1.5 million new shares. Ivax has about 40 millionshares outstanding before the deal.

Ivax, a holding company with subsidiaries involved in specialtychemicals, pharmaceuticals and medical diagnostics, has beeninterested in acquiring a transdermal drug delivery company,and Noven is one of the few such companies, said RichardPfenniger, Ivax general counsel.

Noven's inter-polymeric transdermal drug delivery technologymoves drugs through the skin and into the bloodstream via aplastic patch with an adhesive containing a specific drug.Noven has an estrogen patch and a nitroglycerine patch inadvanced stages of development.

Cygnus Therapeutic Systems Inc., a Redwood City, Calif.-basedcompany that specializes in transdermal drug delivery, has amarket valuation four or five times that of Noven, Pfennigersaid.

Ivax and Noven have an intertwined history. Ivax was foundedby Dr. Phillip Frost after the company he had foundedpreviously, Key Pharmaceuticals Inc., was bought by Schering-Plough in 1986. Noven was founded in 1987 by StevenSablotsky, a former researcher at Key.

The transaction is subject to negotiation of definitiveagreements by Oct. 31, approval by both boards and Novenshareholders, and registration of Ivax stock to be issued in thedeal. Both companies are based in Miami.

-- Karen Bernstein BioWorld Staff

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