Transactions

Durban, South Africa: Aspen Global Incorporated (“AGI”), a wholly owned subsidiary of Aspen, announced today that it will acquire from GlaxoSmithKline plc (“GSK”) the Arixtra and Fraxiparine/Fraxodi brands (“the Brands”) and business worldwide, except in China, Pakistan and India (“the Excluded Territories”) as well as a specialised sterile production site which manufactures the Brands at Notre Dame de Bondeville, France (“the Site”), collectively (“the Proposed Transaction”) for £700 million in cash, of which £100 million relates to inventory. Stephen Saad, Aspen Group Chief Executive, said: “this deal presents excellent synergistic opportunities for Aspen’s ongoing global expansion strategy. In conjunction with the successful completion of an announced transaction with MSD, the opportunity exists to pursue a more vertically integrated supply chain for heparin based products, leading to benefits such as production / inventory planning and economies of scale in procurement. The Brands to be acquired have strong brand equity and established demand in the markets where they have been promoted and provides Aspen with a market presence in some additional 30 countries.” Arixtra and Fraxiparine/Fraxodi are made at a sterile site and the ability to manufacture steriles is globally recognised as a specialist activity resulting in limited possible competition. This is a factor further underlined by the increased complexity of the manufacturing process of Fraxiparine/Fraxodi due to the biological nature of the active pharmaceutical ingredients (“API”) used in their production. David Redfern, Chief Strategy Officer, GSK, said: “Arixtra® and Fraxiparine® are established products that have consistently delivered strong revenues. However, our focus is on delivering an unprecedented late-stage pipeline and preparing for the launch of approved medicines. Aspen is a long-term partner of GSK and will be able to dedicate the resources that these products deserve to take them forward. Importantly, we are pleased to be able to preserve the vast majority of jobs through this agreement.” Subject to regulatory approvals, it is expected that the majority of commercial operations will transfer to Aspen by the end of the year with the remainder, along with the Site, to follow in the first half of 2014. AGI will also be entering into a put/call option agreement in relation to the rights to the Arixtra and Fraxiparine products in the Excluded Territories, with an option period commencing on 1 January 2018 at a price to be determined at the time of exercise.

Oss, Netherlands – JSE Limited listed Aspen Holdings is pleased to announce that the Aspen Group (“Aspen”), the ninth largest generic pharmaceutical company in the world, has: signed an agreement with MSD (known as Merck in the United States and Canada) for the acquisition of an active pharmaceutical ingredient (“API”) manufacturing business which manufactures for MSD and the market generally and which is located in the Netherlands with a satellite facility and sales office in the US (“the API Business”); and reached an agreement on an option to acquire a portfolio of 11 branded finished dose form molecules (“the Products”) from MSD, covering a diverse range of therapeutic areas and including products that use APIs manufactured by the API Business. (collectively “the Transaction”) Stephen Saad, Aspen Group Chief Executive, said “One of Aspen’s primary strategic intents is to further globalise its business, increase its representation across a number of additional territories and provide support to its growing global presence with a differentiated pipeline. This Transaction provides a platform to contribute to the achievement of this strategic intent by enabling Aspen to access a niche range of APIs and finished dosage products.” The Transaction, which is subject to conditions precedent, is valued at approximately US$1 billion (ZAR10.06 billion at ZAR10.06/US$) and comprises the following elements: In respect of the API business: Aspen Holdings will acquire the shares of a new Dutch company (“Dutch Newco”) containing the API Business for a consideration of approximately €36 million (ZAR472 million at ZAR13.11/€); and Dutch Newco will simultaneously acquire inventory with an expected value of approximately €300 million (ZAR3.9 billion at ZAR13.11/€). In respect of the Products: Aspen Global Incorporated, a wholly owned subsidiary of Aspen Holdings, has the option to acquire the Products by way of the exercise of a call option with a resulting asset purchase for a consideration of US$600 million. The effective date of the API Business acquisition is expected to be 1 October 2013 while the expected effective date of the Products acquisition through the exercise of the option is 31 December 2013. Funding: The Transaction, other than certain deferred payments for the MSD inventory and the Products, will be funded from new debt facilities which are at an advanced stage of negotiation. It is planned to fund the deferred payments from Aspen’s existing cash at the time payment is due. The API Business: The API Business consists of manufacturing operations within existing MSD sites comprised as follows: In Oss, the Netherlands, parts of the Moleneind and De Geer sites as well as the entire Boxtel site; and Sioux City, Iowa, in the US. The business also has sales offices at the Oss site in the Netherlands and in Des Plaines, Illinois, in the US. The products manufactured at the sites fall into two categories, namely biochemicals, where biological processes are involved, and chemicals where the process is fully synthetic. The API Business recorded pro-forma revenue of €284 million in the year ended 31 December 2012. The Products: The Products comprise a portfolio of 11 branded finished dosage form molecules, covering a diverse range of therapeutic treatments. The main brands being acquired, by therapeutic area, are: Therapeutic Category Brands Hormone replacement therapy Ovestin, Sustanon, Metrigen Anti-Coagulant Oragan Cortico-Steroid Decadron, Oradexon, Metricorten, Meticortelone Anabolic steroid Deca Durabolin Hyperthyroidism Thyrax, Strumazol Oral Contraceptives Gracial, Novial Vitamin B Complex Benutrex MSD reports that the products which are the subject of the transactions recorded revenue of US$ 248 million in its financial year ended 31 December 2012. More than half of this revenue was generated in Aspen’s key strategic regions of Latin America and Asia Pacific with Europe being the other large territory. The Products will be initially manufactured under the pre-existing MSD manufacturing arrangements in terms of a medium term supply agreement between Aspen Global Incorporated and MSD. Rationale: The following considerations support the rationale for the Transaction: The API Business manufactures heparin, the API used in the manufacture of Fraxiparine, one of the products for which Aspen has made an offer to GSK (refer to Aspen’s cautionary announcement of 18 June 2013); The API Business manufactures the APIs used in a number of the products Aspen will be acquiring under the Transaction, allowing for effective vertical integration; MSD will continue to acquire APIs from Aspen under a 10-year supply contract which will provide significant on-going volumes for the API Business; Aspen plans to improve the cost competitiveness of the APIs; There are opportunities for Aspen to develop finished dosage form products from certain of the APIs such as hormones and peptides; The Products will complement Aspen’s existing portfolio and will provide critical mass to the Aspen offering in a number of markets. This will allow for additional promotional impetus to Aspen’s portfolio of global brands; and These niche Products will substantially supplement Aspen’s growing footprint in a number of emerging and established markets – the notable presence of these products in Latin America and Asia Pacific is supportive of Aspen’s aspirations for these regions.

Shareholders of Aspen Holdings are advised that Aspen Group companies (“Aspen”) have concluded agreements with Nestlé S.A. in respect of the acquisition of certain rights to intellectual property licenses, net assets and shares in the IN businesses presently conducted by Pfizer which distribute a portfolio of IN products in Australia (the “Australian IN business”) and certain Southern African territories (South Africa, Botswana, Namibia, Lesotho, Swaziland and Zambia)(the “Southern African IN business”) for a total purchase consideration of USD 215 million. The IN portfolio covers all age stages (infants, toddlers and early childhood) and consists of premium, specialty and standard ranges supported by strong umbrella brands including S26 Gold®, S26® and SMA®. The revenue for the Australian and Southern African IN businesses amounted to AUD 83 million and ZAR 180 million respectively in 2012. Stephen Saad, Aspen Group Chief Executive said, “These transactıons support Aspen’s stated ambıtıons to extend our ınfant nutrıtıonal busıness. We understand the potentıal of these products as we are famılıar wıth the brands havıng marketed these ın South Afrıca under lıcense ın the recent past.” The Australian competition authorities have approved Aspen’s acquisition of the Australian IN business and the transaction will be effective in Australia from 28 April 2013. The South African and Namibian competition authorities’ approval of the acquisition of the Southern African IN business is pending. The nature of the transaction and the assets relating thereto are set out below: Aspen will have the exclusive right of use of the Nestlé (previously Pfizer) S26® and SMA® IN product trademarks for a period of 10 years (“licensed products”) in Australia and Southern Africa; Aspen will also have the right to co-brand the licensed products over the initial 10 year period and to transition these products to Aspen branded products over this period; For a further 10 year period, commencing after expiration of the initial 10 year exclusive licence period, Nestlé will be precluded from commercialising the licensed products (so-called “10 year black out period”), effectively providing Aspen with a 20 year period to establish equivalent Aspen branded IN products; Aspen will have a perpetual licence to the IN technology, technical know-how and formulations existing at the effective date plus access to an agreed licensed product pipeline together with related technology developments for a period of 5 years from the effective date; There will be a transfer of the ownership in the operating businesses from Nestlé to Aspen and this will include the transfer of the employees within those businesses; and Aspen will be provided with transitional service arrangements by Nestlé and Pfizer including the manufacture and supply of licensed products under a non-exclusive arrangement. These arrangements will provide Aspen with the flexibility to transition the manufacture of IN products to its own sources of supply including to its own IN manufacturing facilities within a 3 year period. The transaction presents a good commercial and strategic fit for Aspen, given its heritage with these brands and its strength in the IN market in South Africa coupled with its local manufacturing capabilities. In Australia the transaction will synergistically augment Aspen’s strong presence in the grocery and over-the-counter market segments. The transaction will provide Aspen with an enhanced platform from which to extend the global footprint of it’s IN business in the medium term.

The Aspen Group (“Aspen”) is pleased to announce that Aspen Global Incorporated (“Aspen Global”), a wholly owned subsidiary of Aspen Holdings, has reached agreement with GlaxoSmithKline plc (“GSK”) for the acquisition of a portfolio of 25 established pharmaceutical products (“the Products”) which are distributed in Australia (“the Transaction”). The Transaction consideration is GBP 172 million (ZAR 2.2 billion at ZAR 12.72/GBP) based upon a completion date of 31 October 2012 and is subject to minor reduction should completion be delayed beyond this date. The Transaction is subject to the following conditions precedent: The approval of the Australian competition authorities; and The approval of the Australian Foreign Investment Review Board. The effective date of the Transaction will be the last business day of the calendar month in which the last of the applicable conditions precedent is fulfilled. Existing manufacturing arrangements for the Products will be assumed by Aspen Global. Aspen Global intends to appoint Aspen Australia to distribute the Products. Funding The Transaction will be funded from new offshore debt facilities. Arrangements for the raising of the new debt have been settled, but remain subject to documentation being completed. Financial effects The unaudited pro-forma financial effects set out in the tables below have been prepared to assist Aspen Holdings shareholders to assess the impact of the Transaction on the earnings per share (“EPS”) and diluted EPS, headline EPS (“HEPS”) and diluted headline EPS, diluted normalised HEPS and the net asset value (“NAV”) and the tangible NAV (“NTAV”) per Aspen Holdings ordinary share as at 31 December 2011 and for the interim period then ended. It has been assumed for the purposes of the pro-forma financial effects that the Transaction took place with effect from 1 July 2011 for Statement of Comprehensive Income purposes and at 31 December 2011 for Statement of Financial Position purposes. The pro-forma financial effects have been prepared for illustrative purposes only and, because of their nature, they may not fairly present Aspen’s restated financial position at 31 December 2011 and the restated results of its operations for the six months then ended. The Directors of Aspen Holdings are responsible for the preparation of the financial effects which have not been reviewed by the auditors. The “After” columns represent the effects after the Transaction. The “Change %” columns compares the “After” columns to the “Before” columns. The number and weighted average number of shares in issue have been stated net of treasury shares. Notes: Extracted from the published interim financial statements for the six months to 31 December 2011. The figures for the Products were derived from the unaudited management accounts of GSK for the six months ended 31 December 2011 and the audited financial statements of GlaxoSmithKline Holdings Pty Ltd for the year ended 31 December 2011. A preliminary assessment has indicated that the intellectual property relating to the Products constitutes indefinite life assets which have been fairly valued in accordance with future expected performance and hence no amortisation has been provided for in the pro-forma financial effects above. Non-recurring transaction costs of R72 million are included in determining the financial effects of which R48 million has been capitalised. The remaining R24 million is excluded in determining the impact of the Transaction on diluted normalised HEPS and represents the only adjustment to diluted HEPS in determining diluted normalised HEPS. Notional interest for the six months ended 31 December 2011 has been provided based on the costs of financing the Transaction. The Products The Products comprise long established pharmaceutical brands of proven performance. The main areas of therapeutic treatment of the Products are analgesic, antibiotics, anti-virals and the central nervous system. Other areas covered include anti-nauseant, anti-inflammatory and muscle relaxants. The leading Products are well recognised brands including Amoxil, Augmentin, Imigran, Kapanol, Lamactil, Mesasal, Timentin, Valtrex, Zantac and Zofran. The Products which are the subject of the Transaction recorded revenue of AUD 127.4 million during the year ended 31 December 2011. During that period Valtrex came off patent and faced generic competition which has subsequently intensified. Some of the Products have also been subject to the Australian Government’s mandatory annual price cuts based on competitive discounting to pharmacy. These price reductions are likely to continue resulting in the revenue expected to be generated by the Products declining over time. The impact of these factors is illustrated by the Products generating revenue in the six months to 30 June 2012 of AUD 47.4 million (six months to 30 June 2011: AUD 70.2 million). Rationale The Products acquired through the Transaction represent an excellent fit with Aspen’s existing portfolio and the added revenue will strengthen Aspen’s position as one of the leading pharmaceutical companies in Australia. Whilst the Products received little promotional focus from GSK, Aspen is confident that it will be able to leverage its proven ability to reinvigorate older brands and the Products’ considerable brand equity in order to enhance the value of the portfolio. Aspen expects the Transaction to be earnings accretive in the year ending 30 June 2013. Small Related Party Transaction GSK is an 18.6% shareholder of Aspen Holdings and is a related party to Aspen Holdings in terms of the JSE listings requirements. BDO Corporate Finance (Pty) Ltd, as the independent professional expert, has confirmed that the value of the Transaction is fair to the shareholders of Aspen Holdings and their fairness opinion is available for inspection at Aspen Holdings’ registered office for a period of 28 days from the date of this announcement. Durban 15 August 2012 Sponsor: Investec Bank Limited The Standard Bank of South Africa Limited Sole Underwriter and Mandated Lead Arranger