EATONTOWN, N.J., Dec. 23 /PRNewswire/ -- Roberts Pharmaceutical
Corporation (Nasdaq: RPCX) announced today that its Board of Directors
approved a Shareholders Rights Plan designed to enhance and protect
shareholder value in the event of inadequate or unfair takeover attempts.
    According to the plan, each shareholder will receive a nontaxable dividend
distribution of one Right for each share of the Company's common stock held by
the shareholder.  The Right will be attached to and will trade with the common
stock until the occurrence of certain events, including the acquisition of or
a tender offer for 15% or more of Roberts common stock. Under such
circumstances, holders of the Rights, excluding the acquiring individual or
group, would then be entitled, at an initial exercise price of $80 per Right,
to purchase from the Company a number of shares of Roberts common stock at a
50% discount from the then current market price of such stock.  Additionally,
if Roberts is merged into an acquiror, the Rights would then permit the
purchase of a number of shares the acquiror's common stock at a 50% discount
from the then current market price of such stock.
    Yamanouchi Pharmaceutical Company, Ltd. currently owns approximately 22%
of Roberts outstanding common stock.  Consistent with its agreement with
Roberts, Yamanouchi is permitted to increase its holdings to 30% or to tender
for all outstanding shares Roberts common stock without triggering the
exercise of the Rights.
    Commenting on the Board's action, Dr. Robert A. Vukovich, President and
CEO of Roberts said, "The Rights Plan is intended to guard our shareholders
from coercive takeover techniques and from tender offers that might understate
the real value of this Company."  He continued by noting, "The Rights should
help ensure that all our shareholders realize the long-term value of their
investment in Roberts."
    Details of the Rights Plan are contained in a summary which will be mailed
to all shareholders of record.  The Record Date for distribution of Rights
Certificates is February 6, 1997.  Prior to this date, the Rights will be
evidenced by the Common Stock Certificates.  After distribution of the Rights
Certificates, any newly issued Common Stock Certificates will incorporate the
Rights by reference.  All Rights expire in December, 2006 unless they are
redeemed earlier by the Company at a nominal cost prior to the time they
become exercisable.
    Roberts Pharmaceutical Corporation is an international pharmaceutical
company focusing on the acquisition and development of late-stage drugs.
Roberts currently markets its products in seven countries and has operating
subsidiaries in the U.S., Canada, and the United Kingdom.
    This release may contain forward-looking statements which reflect
management's current views of future events and operations.  These
forward-looking statements are based on assumptions and external factors,
including assumptions relating to regulatory action and competing products.
Any changes in such assumptions or external factors could produce
significantly different results.

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