Counsel's Choice Drug Business Signs Definitive Agreement To Acquire Premier Pharmacy, Inc

Business Wire, April 7, 1995

TORONTO, Ontario--(BUSINESS WIRE)--APRIL 7, 1995--COUNSEL CORPORATION(TSE: CXS) Allan Silber, Chairman and CEO of Counsel Corporation (TSE-CXS), today announced that the Company's 25%-owned Choice Drug Systems, Inc. (NASDAQ-DOSE) has executed a revised definitive agreement to acquire PremierPharmacy, Inc. Under the revised terms, Choice Drug will acquire PremierPharmacy for U.S. $4,250,000 cash, rather than 900,000 shares of common stock as previously announced. Choice Drug has received all the necessary corporate approvals and the Board of Directors of both Choice Drug and PremierPharmacy have approved the terms for the acquisition. The transaction is expected to close by the end of April 1995.

Mr. Silber also announced that Dirk Allison, President and Chief Executive Officer of PremierPharmacy, will become President and Chief Executive Officer of the combined entity. Mr. Allison replaces Morris Perlis, who will assume the newly created position of Vice Chairman. Additional senior management of PremierPharmacy, including a Chief Financial Officer, will become part of the senior management team of the combined company following the closing of the transaction.

Mr. Perlis commented, "In addition to expanding our presence in the institutional pharmacy marketplace, we have significantly strengthened our management team. Through strategic, synergistic acquisitions we will continue to capitalize on the consolidation trend taking place in the industry."

PremierPharmacy is a privately-held provider of pharmacy services to nursing homes and hospitals with annualized revenues of approximately U.S. $30 million. The long-term care pharmacy business of PremierPharmacy is based in the New York metropolitan area, and its hospital pharmacy business operates in 8 states.

Choice Drug Systems, Inc. is a leading provider of extended care institutional pharmacy services to nursing homes, correctional facilities and managed care organizations. In addition, the company manages hospital pharmacies. Choice Drug services accounts throughout the United States.

Counsel Corporation has been active in the U.S. health care sector since 1983. Its 66%-owned American HomePatient Inc. (NASDAQ-AHOM) is today the third largest diversified home health care company in the U.S. Since going public in 1991, it has grown from 24 locations in 4 states to 144 in 20 states. The company's primary lines of business include respiratory therapy, infusion therapy and the sale or lease of medical equipment and supplies.

Counsel Corporation is also active in real estate asset and property management in Canada. This business is carried on by its wholly-owned subsidiary Counsel Management Services Inc. (CMSI). CMSI manages Counsel Real Estate Investment Trust (TSE-REI.Un) and assets for institutions and individual owners.

CONTACT: Morris Perlis, 416/866-3193

Ivan Shaffer, 416/866-3187