A L Laboratories Inc Definitive Proxy Statement Relating to Merger

A. L. Laboratories, Inc. Special Meeting Stockholder Letter

A. L. LABORATORIES, INC.

One Executive Drive, P.O. Box 1399, Port Lee, New Jersey 07024

August 22, 1994

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders of A. L. Laboratories, Inc. ("A. L. Laboratories" or the "Company") to be held on September 27, 1994, at 11:00 a.m., local time, at The Clinton Inn Hotel, 145 Dean Drive, Tenafly, New Jersey 07670 (the "Special Meeting").

At the Special Meeting, you will be asked to approve the Restructuring Agreement dated as of May 16, 1994 by and among Apothekernes Laboratorium A.S, a corporation organized and existing under the laws of the Kingdom of Norway ("A. L. Oslo"), and the Company (the "Restructuring Agreement") and the transactions contemplated thereby.

The Restructuring Agreement provides, among other things, for the acquisition (the "Acquisition") by the Company of the pharmaceutical, animal health, aquatic animal health and bulk antibiotics businesses of A. L. Oslo for approximately (subject to adjustments) and warrants to purchase shares of the Company's Class A Common Stock, par value (the "Class A Stock").

The warrants will have an exercise price equal to , generally become exercisable one year after closing and expire on the later of or the date which is 51 months after the closing date of the transactions contemplated by the Restructuring Agreement.

The Restructuring Agreement also provides for A. L. Oslo to transfer the Related Norwegian Businesses to a newly formed Norwegian corporation ("New A. L. Oslo") through a "demerger" (a transaction similar to a spin-off in the United States). In the demerger, each holder of a share of capital stock of A. L. Oslo will be entitled to receive one share of capital stock of New A. L. Oslo for each share of capital stock of A. L. Oslo that it holds. The Company will make the Acquisition through an offer (the "Exchange Offer") to acquire all shares of New A. L. Oslo which the A. L. Oslo shareholders are entitled to receive in the demerger.

The Restructuring Agreement further provides that the Company will transfer substantially all of its operations, consisting primarily of its animal health business and its administrative personnel and facilities, to a newly formed, wholly owned subsidiary to be named "A. L. Laboratories, Inc."

In addition, if the Restructuring Agreement and the transactions contemplated thereby are approved, you will be asked to approve an amendment to the Company's Certificate of Incorporation (the "Certificate of Incorporation Amendment"), which will be effective upon consummation of the Acquisition, to increase the percentage of directors elected by the holders of the Class A Stock from to of the Company's Board of Directors (rounded to the nearest whole number, but not less than two members of the Company's Board of Directors) and to change the name of the Company to "A. L. Pharma Inc."

A. L. Laboratories was formed as a wholly owned subsidiary of A. L. Oslo in 1975. The Company went public in 1984 and A. L. Oslo remains the Company's largest shareholder through ownership of all of the Company's shares of Class B Common Stock, representing approximately of all outstanding shares of the Company.

There has been interest for some time in combining the Related Norwegian Businesses with the Company because of their related and complementary nature. The objective of the combination is to create an entity that will be in a stronger position to compete on a worldwide basis in specialized pharmaceutical and animal health products.

The proposed transaction more than doubles the Company's sales of finished dosage-form pharmaceuticals in the Nordic countries, opens the Company's access to the world market outside North America for bacitracin-based feed additives, including BMD?, adds important pharmaceutical grade bulk antibiotic products to the present product line and expands specialized fermentation capabilities, while creating the world's leading supplier of fish vaccines.

For the year ended December 31, 1993, the Related Norwegian Businesses to be acquired by the Company had total revenues of and operating income of , and at June 30, 1994 had total assets of , long-term debt of , and stockholders' equity of .

Following a recommendation by a Special Committee of the Company's Board of Directors consisting of Directors elected by the holders of Class A Stock, the Company's Board of Directors has unanimously approved the Restructuring Agreement and the transactions (including the Certificate of Incorporation Amendment) contemplated thereby as fair to and in the best interests of the Company and fair to the holders of Class A Stock and recommends that stockholders vote FOR the proposals relating thereto.

Further, Lehman Brothers, a nationally recognized investment banking firm, was retained by the Special Committee of the Company’s Board of Directors and has issued a written opinion that the consideration to be paid by the Company in the Exchange Offer is fair, from a financial point of view, to the Company and the holders of Class A Stock.

At the Special Meeting, if the Restructuring Agreement and the Transactions are approved, you will also be asked to elect one director to the Board of Directors to serve effective upon consummation of the Acquisition until the 1995 Annual Meeting of Stockholders.

The Company's Board of Directors unanimously recommends that if the Restructuring Agreement and the Transactions are approved, you vote FOR election as a director the Board's nominee listed in the Proxy Statement accompanying this letter.

In the material accompanying this letter, you will find a Notice of Special Meeting of Stockholders, a Proxy Statement relating to the actions to be taken by the Company's stockholders at the Special Meeting and a proxy card. The Proxy Statement more fully describes the proposed Transactions and other matters to be considered at the Special Meeting and includes certain information concerning the Company. New A. L. Oslo and the Related Norwegian Businesses.

YOUR VOTE IS IMPORTANT.

APPROVAL OF THE RESTRUCTURING AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY REQUIRES, AMONG OTHER THINGS, THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF CLASS A STOCK, VOTING AS A SINGLE CLASS.

IF A SHARE OF CLASS A STOCK IS NOT VOTED IT WILL HAVE THE EFFECT OF A VOTE AGAINST SUCH MATTER, THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, STOCKHOLDERS ARE URGED TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON SHOULD YOU ATTEND THE MEETING. PLEASE ACT AT YOUR EARLIEST CONVENIENCE.

Very truly yours,

Einar W. Sissener

Chairman of the Board and Chief Executive Officer