<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y68988exv99w1.txt
<DESCRIPTION>CONSENT SOLICITATION STATEMENT
<TEXT>
<PAGE>
                                                                Exhibit 99.1

                         CONSENT SOLICITATION STATEMENT
                        PHIBRO ANIMAL HEALTH CORPORATION

                            SOLICITATION OF CONSENTS
                                   RELATING TO
                           105,000 UNITS CONSISTING OF
                $85,000,000 13% SENIOR SECURED NOTES DUE 2007 OF
                        PHIBRO ANIMAL HEALTH CORPORATION
                                       AND
                $20,000,000 13% SENIOR SECURED NOTES DUE 2007 OF
                     PHILIPP BROTHERS NETHERLANDS III B.V.

                               CUSIP NO. 71742QAC0

      Phibro Animal Health Corporation, a New York corporation (the "Company"),
hereby solicits (the "Solicitation") consents (the "Consents") of the registered
holders of units (the "Units") consisting of 13% Senior Secured Notes due 2007
(the "U.S. Notes") of the Company and 13% Senior Secured Notes due 2007 (the
"Dutch Notes" and, together with the U.S. Notes, the "Notes") of Philipp
Brothers Netherlands III B.V. (the "Dutch Issuer" and, together with the
Company, the "Issuers"), upon the terms and subject to the conditions set forth
in this Consent Solicitation Statement (as the same may be amended or
supplemented from time to time, the "Consent Solicitation Statement") and in the
accompanying DTC Participants' Consent Letter (the "Consent Letter" and,
together with the Consent Solicitation Statement and the other documents
relating to the Consent Solicitation delivered herewith, the "Solicitation
Documents"), to the adoption of the Proposed Amendments (as described below) to
the Indenture, dated as of October 21, 2003, as supplemented to the date hereof
(the "Indenture"), among the Issuers, the guarantors named therein, and HSBC
Bank USA, National Association, as trustee, under which the Notes were issued.
The purpose of the Proposed Amendments is to permit the sale of substantially
all of the facilities owned by Phibro Animal Health SA (formerly Phibro Animal
Health (Belgium) SPRL ("Phibro Belgium"), a wholly owned subsidiary of the Dutch
Issuer, in Rixensart, Belgium (the "Belgium Plant"), to reduce excess
manufacturing capacity and to reduce operating expenses, and in furtherance
thereof, to permit the maximum amount of indebtedness under the Company's
domestic senior credit facility permitted under the Indenture to be increased
from $15.0 million to $37.5 million and to permit the related transactions
described herein.

      The Consent Solicitation is being made to all persons in whose name a Unit
was registered at 5:00 p.m., New York City time, on November 16, 2004 (the
"Record Date") and their duly designated proxies. As of November 16, 2004, all
of the Units were held through The Depository Trust Company ("DTC") by
participants in DTC ("DTC Participants") (such DTC Participants and other
registered holders as of the Record Date are referred to herein as "Holders").
Holders must deliver (and not revoke) valid Consents in respect of a majority in
aggregate principal amount of all outstanding Notes (the "Requisite Consent")
underlying the Units to approve the Proposed Amendments. A beneficial owner of
an interest in Units ("Beneficial Owner") held through a DTC Participant must
complete and sign the Letter of Instructions and deliver it to such DTC
Participant in order to cause a Consent to be given by such DTC Participant with
respect to such Units. Promptly after receipt of the Requisite Consent, the
Company will execute a supplemental indenture (the "Supplemental Indenture")
that will give effect to the Proposed Amendments (subject to certain
conditions). There will be no payment for the Consents.

      THE CONSENT SOLICITATION WILL EXPIRE AT 12:00 P.M., NEW YORK CITY TIME ON
TUESDAY, NOVEMBER 23, 2004 (THE "EXPIRATION DATE"). SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS CONSENT SOLICITATION STATEMENT, THE COMPANY WILL
ACCEPT ALL PROPERLY COMPLETED, EXECUTED AND DATED CONSENTS RECEIVED BY THE
TABULATION AGENT (AND NOT SUBSEQUENTLY REVOKED) PRIOR TO THE EXPIRATION DATE.
THE COMPANY RESERVES THE RIGHT TO TERMINATE OR EXTEND THE CONSENT SOLICITATION
IN ITS SOLE DISCRETION. THE TERM "EXPIRATION DATE" SHALL MEAN THE TIME AND DATE
ON OR TO WHICH THE CONSENT SOLICITATION IS SO TERMINATED OR EXTENDED. IN NO
EVENT SHOULD A HOLDER TENDER OR DELIVER NOTES.

             The Information Agent for this Consent Solicitation is

                            JEFFERIES & COMPANY, INC.

      THE DATE OF THIS CONSENT SOLICITATION STATEMENT IS NOVEMBER 18, 2004.
<PAGE>
      Holders residing outside the United States who wish to deliver a Consent
must satisfy themselves as to their full observance of the laws of the relevant
jurisdiction in connection therewith. If the Company becomes aware of any state
or foreign jurisdiction where the making of the Consent Solicitation is
prohibited, the Company will make a good faith effort to comply with the
requirements of any such state or foreign jurisdiction. If, after such effort,
the Company cannot comply with the requirements of any such state or foreign
jurisdiction, the Consent Solicitation will not be made to (and Consents will
not be accepted from or on behalf of) Holders in such state or foreign
jurisdiction.

      No person has been authorized to give any information or make any
representations other than those contained or incorporated by reference in this
Consent Solicitation Statement and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. The delivery of this Consent Solicitation Statement at any time does
not imply that the information herein is correct as of any time subsequent to
its date.

                              AVAILABLE INFORMATION

      The Company, formerly Philipp Brothers Chemicals, Inc., is not subject to
the information and reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), but has voluntarily filed certain
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Those reports and other information so filed with
the Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of those materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a site
on the World Wide Web at http://www.sec.gov, which contains reports and other
information regarding registrants that file electronically with or furnished to
the Commission.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The Company's Annual Report on Form 10-K for the year ended June 30, 2004,
Quarterly Reports on Form 10-Q for the period ending September 30, 2004 are
incorporated by reference in this Consent Solicitation Statement. All documents
filed or furnished by the Company under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act on or after the date of this Consent Solicitation Statement and
prior to the Expiration Date shall be deemed to be incorporated by reference in
this Consent Solicitation Statement and to be a part of this Consent
Solicitation Statement from the date of filing or furnishing of those documents.
Any statement contained in this Consent Solicitation Statement or in a
previously filed or furnished document incorporated or deemed to be incorporated
by reference in this Consent Solicitation Statement shall be deemed to be
modified or superseded for purposes of this Consent Solicitation Statement to
the extent that a statement contained in this Consent Solicitation Statement or
in any other subsequently filed or furnished document that also is or was deemed
to be incorporated by reference in this Consent Solicitation Statement modifies
or supersedes that statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Consent Solicitation Statement.

      In addition, the Indenture (although not incorporated in this Consent
Solicitation Statement and not deemed a part of this Consent Solicitation
Statement) is available from the Company upon request.

      The information relating to the Company contained in this Consent
Solicitation Statement should be read together with the information in the
documents incorporated by reference.

      THIS CONSENT SOLICITATION STATEMENT INCORPORATES BY REFERENCE DOCUMENTS
THAT ARE NOT PRESENTED IN THIS CONSENT SOLICITATION STATEMENT OR DELIVERED WITH
THIS CONSENT SOLICITATION STATEMENT. THOSE DOCUMENTS (OTHER THAN EXHIBITS TO
THOSE DOCUMENTS UNLESS THOSE EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM THIS CONSENT SOLICITATION STATEMENT IS DELIVERED, UPON WRITTEN OR
ORAL REQUEST TO THE COMPANY. REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO
OUR CHIEF FINANCIAL OFFICER AT OUR PRINCIPAL EXECUTIVE OFFICES, WHICH ARE
LOCATED AT 1 PARKER PLAZA, 400 KELBY STREET, FORT LEE, NJ 07024, TELEPHONE
NUMBER (201) 944-6020. SUCH DOCUMENTS ARE ALSO
<PAGE>
ELECTRONICALLY FILED WITH OR FURNISHED TO THE COMMISSION AND MAY BE LOCATED ON
THE WORLD WIDE WEB AT HTTP://WWW.SEC.GOV.

                          FORWARD - LOOKING STATEMENTS

      This Consent Solicitation Statement (including the documents incorporated
by reference) contains forward-looking statements within the meaning of the
federal securities laws. Statements that are not historical facts, including
statements about the Company's beliefs and expectations, are forward-looking
statements. Forward-looking statements include statements preceded by, followed
by or that include the words "may," "could," "would," "should," "believe,"
"expect," "anticipate," "plan," "estimate," "target," "project," "intend," or
similar expressions. These statements include, among others, statements
regarding the Company's expected business outlook, anticipated financial and
operating results, the Company's business strategy and means to implement the
strategy, the Company's objectives, the amount and timing of capital
expenditures, the likelihood of the Company's success in expanding its business,
financing plans, budgets, working capital needs and sources of liquidity.

      Forward-looking statements are only predictions and are not guarantees of
performance. These statements are based on the Company's management's beliefs
and assumptions, which in turn are based on currently available information.
Important assumptions relating to the forward-looking statements include, among
others, assumptions regarding demand for the Company's products, the expansion
of product offerings geographically or through new applications, the timing and
cost of planned capital expenditures, competitive conditions and general
economic conditions. These assumptions could prove inaccurate. Forward-looking
statements also involve risks and uncertainties, which could cause actual
results that differ materially from those contained in any forward-looking
statement. Many of these factors are beyond the Company's ability to control or
predict. Such factors include, but are not limited to, the following:

      -     the Company's substantial leverage and potential inability to
            service its debt

      -     the Company's dependence on distributions from its subsidiaries

      -     risks associated with the Company's international operations and
            significant foreign assets

      -     the Company's dependence on its Israeli operations

      -     competition in each of the Company's markets

      -     potential environmental liability

      -     potential legislation affecting the use of medicated feed additives

      -     extensive regulation by numerous government authorities in the
            United States and other countries

      -     the Company's reliance on the continued operation and sufficiency of
            its manufacturing facilities

      -     the Company's reliance upon unpatented trade secrets

      -     the risks of legal proceedings and general litigation expenses

      -     potential operating hazards and uninsured risks

      -     the risk of work stoppages

      -     the Company's dependence on key personnel

      and others that are described in more detail in the Company's periodic
filings with the Commission. The Company disclaims any intent or obligation to
update forward looking statements, and otherwise claims the safe harbor
protection for forward looking statements afforded under the Private Securities
Litigation Reform Act of 1995.


                                       2
<PAGE>
                                     SUMMARY

      THIS CONSENT SOLICITATION STATEMENT AND THE RELATED CONSENT AND LETTER OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE SOLICITATION.

      The following summary is provided solely for the convenience of the
Holders of the Units. This summary is not intended to be complete and is
qualified in its entirety by reference to, and should be read in conjunction
with, the information appearing elsewhere in this Consent Solicitation Statement
and the more detailed information contained in the documents incorporated by
reference in this Consent Solicitation Statement.

CONSENT FEE:                  No payment will be made for the Consents.

RECORD DATE:                  November 16, 2004. By giving a Consent hereunder,
                              a Holder will be deemed to automatically waive
                              with respect to all Notes underlying such Holder's
                              Units the provision in Section 9.04 of the
                              Indenture requiring that the Record Date be at
                              least 30 days prior to the first solicitation of
                              Consents.

EXPIRATION DATE:              The Expiration Date for the Consent Solicitation
                              will be 12:00 P.M., New York City time, on
                              Tuesday, November 23, 2004, unless extended by the
                              Company. See "The Consent Solicitation -
                              Expiration Date; Extensions."

THE CONSENT SOLICITATION:     The Company is seeking Consents from Holders of
                              the Units to certain Proposed Amendments to the
                              Indenture. When the Requisite Consents have been
                              obtained, the Company and the Trustee will execute
                              the Supplemental Indenture. If the Proposed
                              Amendments are adopted, then each Holder of Units
                              will be bound by the Proposed Amendments even
                              though that Holder did not consent to the Proposed
                              Amendments.

REQUISITE CONSENT:            Holders must grant (and not revoke) valid Consents
                              in respect of a majority in aggregate principal
                              amount of all outstanding Notes underlying the
                              Units to approve the Proposed Amendments.

                              As of the date of this Consent Solicitation
                              Statement, there were 105,000 Units outstanding,
                              consisting of $85.0 million aggregate principal
                              amount of U.S. Notes and $20.0 million aggregate
                              principal amount of Dutch Notes.

PROCEDURES FOR DELIVERY
  OF CONSENTS:                Consents must be delivered to the Tabulation Agent
                              on or before the Expiration Date. DTC is expected
                              to grant an omnibus proxy authorizing the DTC
                              Participants to deliver a Consent. Only registered
                              owners of Units as of the Record Date or their
                              duly designated proxies, including, for the
                              purposes of this Consent Solicitation, DTC
                              Participants, are eligible to consent to the
                              Proposed Amendments. Therefore, a beneficial owner
                              of an interest in Units held in an account of a
                              DTC Participant who wishes a Consent to be
                              delivered must properly instruct such DTC
                              Participant to cause a Consent to be given in
                              respect of such Units. See "The Consent
                              Solicitation - Consent Procedures."

REVOCATION OF CONSENTS:       Revocation of Consents may be made at any time
                              prior to 5:00 p.m., New York City Time on the
                              first business day on which the Company


                                       3
<PAGE>
                              receives the Requisite Consent and certifies to
                              the Trustee that the Requisite Consent has been
                              obtained (the "Effective Date"), but only by the
                              Holder that previously granted such Consent (or a
                              duly designated proxy of such Holder). Consents
                              may not be revoked at any time after the Effective
                              Date, even if the Consent Solicitation is extended
                              beyond the Expiration Date. See "The Consent
                              Solicitation -- Revocation of Consents."

TABULATION AGENT:             HSBC Bank USA, National Association is serving as
                              Tabulation Agent (the "Tabulation Agent") in
                              connection with the Solicitation. The Tabulation
                              Agent's contact information is listed on the back
                              cover of this Consent Solicitation Statement.

INFORMATION AGENT:            Jefferies & Company, Inc. is serving as
                              Information Agent (the "Information Agent") in
                              connection with the Solicitation. The Information
                              Agent's contact information is listed on the back
                              cover of this Consent Solicitation Statement.


                                       4
<PAGE>
                                THE TRANSACTIONS

      The Company is seeking consents to permit it to sell its Belgium Plant and
to consolidate the production operations of such plant at the Company's facility
in Guarulhos, Brazil or to enter into alternative production arrangements and,
in furtherance thereof, to permit the maximum amount of indebtedness under the
Company's domestic senior credit facility permitted under the Indenture to be
increased from $15.0 million to $37.5 to fund inventory build-up until the new
source of virginiamycin is producing production quantities of virginiamycin and
to finance the purchase of capital equipment necessary for such production. By
selling the Belgium Plant on the terms and conditions described below, the
Company expects to reduce excess manufacturing capacity and related overhead
expense, and reduce the costs of closing the Belgium Plant and paying statutory
severance payments to the workforce at such plant. The Company is exploring
reducing the cost of manufacturing virginiamycin by utilizing lower wage and
operating environments in Brazil, or reducing the required capital investment
with toll manufacturing or other alternative production arrangements.

      In connection therewith, the Company intends to enter into the following
transactions (the "Transactions"), each of which is subject to entering into
definitive documentation containing customary representations, warranties,
covenants and indemnities for a transaction of that type, and changes in the
definitive economic terms from those described below which are not, individually
or in the aggregate, material to the Company:

      Sale of Belgium Plant. The Company intends to sell substantially all of
its facilities in Rixensart, Belgium to Glaxosmithkline Biologicals SA and/or
affiliates thereof ("GSK") and transfer to GSK a majority of the employees of
Phibro Belgium. GSK was a previous owner of such plant, and sold it to Pfizer SA
in 1995, which sold it to Phibro Belgium in 2000. Such sale, as currently
contemplated, would include the following elements: (i) the transfer of
substantially all of the land and buildings and certain equipment of Phibro
Belgium at the Belgium Plant for a purchase price of EUR 6.2 million, payable at
closing; (ii) the transfer to GSK of a majority of the employees of Phibro
Belgium and the corresponding responsibility for statutory severance
obligations; (iii) GSK agreeing to be responsible for costs of cleaning-up, by
demolition or otherwise, certain buildings not to be used by it, but for Phibro
Belgium to reimburse GSK up to a maximum of EUR 0.7 million for such clean-up
costs; (iv) in recognition of the benefits to the Company from the proposed
transaction, Phibro Belgium agreeing to pay to GSK EUR 1.5 million within six
months from the closing date, EUR 1.5 million within eighteen months from the
closing date, EUR 1.5 million within thirty months from the closing date, and
EUR 0.5 million within forty-two months from the closing date; (v) Phibro
Belgium retaining certain excess land (valued at approximately EUR 0.4 million)
and being able to sell such land for its own account; (vi) Phibro Belgium being
responsible for certain plant closure costs and legally required severance
indemnities in connection with workforce reductions, estimated in total to be
EUR 7.7 million, of which an amount estimated to be approximately EUR 4.1
million would be payable at or around the closing and an aggregate amount so
estimated to be approximately EUR 3.6 million would be payable over periods up
to thirteen years; and (vii) Phibro Belgium retaining certain equipment at the
Belgium Plant, and being able to sell such equipment for the account of Phibro
Belgium or transfer such equipment, together with other assets and rights
related to the production of virginiamycin, to the Company's restricted
subsidiary in Brazil that owns the facility in Guarulhos or in connection with
alternative production arrangements.

      The foregoing transactions and agreements are subject to a closing that is
expected to occur no earlier than July 1, 2005 nor later than June 30, 2006.

      The Dutch Notes and related guaranties are secured by a mortgage on the
Rixensart Plant which will be released in connection with the closing of the
sale of the Belgium Plant to GSK.

      The US Notes and related guarantees will continue to require that they be
secured by substantially all of the Company's assets and the assets of the
Company's domestic restricted subsidiaries, other than real property and
interests therein. In addition, the US Notes will continue to be secured by 65%
of the voting stock and 100% of the non-voting stock of foreign subsidiaries
owned by the Company and its domestic restricted subsidiaries. The Dutch Notes
and related guarantees will continue to require that they be secured by a pledge
of all of the accounts receivable, a security interest or floating charge on
inventory to the extent permitted by applicable law, a pledge of 100% of the
stock of each direct subsidiary of the Dutch Issuer and its restricted
subsidiaries, a pledge of the intercompany loans made by the Dutch Issuer to its
restricted subsidiaries, and a security interest on substantially all of the
assets of the Company and its domestic restricted subsidiaries, other than real
property and interests therein.


                                       5
<PAGE>
      Refinancing of Domestic Senior Credit Facility with the Proceeds of the
Units. To provide the necessary funds to build inventory of virginiamycin until
the Brazil plant or alternative supplier is able to produce production
quantities of virginiamycin and to finance the purchase of capital equipment to
fit out the Brazilian plant with equipment to produce virginiamycin, other than
equipment transferred from the Belgium Plant, the Company needs to have the
maximum amount of indebtedness under its domestic senior credit facility
permitted under the Indenture increased from $15.0 million to $37.5 million. The
Company intends to issue new Notes in the aggregate principal amount not to
exceed $22.5 million to refinance a portion of the domestic senior credit
facility and, therefore, needs to have the debt incurrence test modified for the
issuance of the new Notes. The issuance of the new Notes will have the effect of
reducing the maximum amount of indebtedness under the Company's domestic senior
credit facility permitted under the Indenture by the aggregate principal amount
of the new Notes issued. Borrowings under the domestic senior credit facility
will continue to be subject to a borrowing base formula under the credit
facility based on percentages of eligible domestic receivables and eligible
domestic inventory.

                          INFORMATION ABOUT THE COMPANY

      The Company is a leading diversified global manufacturer and marketer of a
broad range of animal health and nutrition products, specifically medicated feed
additives (MFAs) and nutritional feed additives (NFAs), which are sold
throughout the world predominantly to the poultry, swine and cattle markets. The
Company is also a specialty chemicals manufacturer and marketer, serving
numerous markets. Its principal offices are located at 1 Parker Plaza, 400 Kelby
Street, Fort Lee, New Jersey 07024.

                            THE CONSENT SOLICITATION

GENERAL

      The Company is soliciting Consents from Holders of Units, upon the terms
and subject to the conditions set forth in the Solicitation Documents, to the
Proposed Amendments to the Indenture. See "Proposed Amendments to the
Indenture." THE COMPANY RECOMMENDS THAT HOLDERS OF UNITS CONSENT TO THE PROPOSED
AMENDMENTS.

      Consents may not be revoked at any time after the Effective Date, even if
the Consent Solicitation is extended beyond the Expiration Date. By giving a
Consent hereunder, a Holder will be deemed to automatically waive with respect
to all Notes underlying such Holder's Units the provision in Section 9.04 of the
Indenture requiring that the Record Date be at least 30 days prior to the first
solicitation of Consents. If the Requisite Consent is received (and not revoked)
on or before the Expiration Date, the Proposed Amendments will be effected by
execution of the Supplemental Indenture by the Company, the Guarantors and the
Trustee on or promptly after the Effective Date. No payment will be made for the
Consents.

      The Company will be deemed to have accepted the Consents if, as and when
it executes the Supplemental Indenture. Thereafter, all Holders, including
non-consenting Holders, and all subsequent holders of Notes will be bound by the
Proposed Amendments. Whether or not the Requisite Consent is received, if the
Consent Solicitation is terminated for any reason before the Expiration Date, or
the conditions thereto are neither satisfied nor waived, the Consents will be
voided.

      In addition to the use of the mail, Consents may be solicited by officers
and other employees of the Company, without any additional remuneration, in
person, or by telephone, telegraph, or facsimile transmission. The Company has
retained the Tabulation Agent and the Information Agent to aid in the
solicitation of Consents.

      Before, during or after the Consent Solicitation, the Company and the
Guarantors and any of their affiliates may purchase Notes in the open market, in
privately negotiated transactions, through tender or exchange offers or
otherwise. Any future purchases will depend on various factors at that time.

REQUISITE CONSENT

      Holders must deliver (and not revoke) valid Consents in respect of a
majority in aggregate principal amount of all outstanding Notes underlying the
Units to approve the Proposed Amendments. As of the date hereof, there


                                       6
<PAGE>
were 105,000 Units outstanding, consisting of $85.0 million aggregate principal
amount of U.S. Notes and $20.0 million aggregate principal amount of Dutch
Notes.

      The failure of a Holder to deliver a Consent (including any failure
resulting from broker non-votes) will have the same effect as if such Holder had
voted "Against" the Proposed Amendments.

EXPIRATION DATE; EXTENSIONS

      The Consent Solicitation will expire at 12:00 p.m., New York City Time, on
Tuesday, November 23, 2004, unless terminated or extended by the Company in its
sole discretion. The time and date of expiration of the Consent Solicitation is
herein referred to as the "Expiration Date." Consents may be revoked at any time
prior to the date on which the Company receives the Requisite Consents and
certifies to the Trustee that such Requisite Consents have been obtained, but
may not be revoked thereafter. See "Revocation of Consents."

      The Company reserves the right to extend the Consent Solicitation at any
time and from time to time, whether or not the Requisite Consent has been
received, by giving oral or written notice to the Tabulation Agent no later than
9:00 a.m., New York City time, on the next business day after the previously
announced Expiration Date. Any such extension will be followed as promptly as
practicable by notice thereof by press release or other public announcement (or
by written notice to the Holders). Such announcement or notice may state that
the Company is extending the Consent Solicitation for a specified period of time
or on a daily basis.

      The Company expressly reserves the right for any reason (i) to abandon,
terminate or amend the Consent Solicitation at any time prior to the Expiration
Date by giving oral or written notice thereof to the Tabulation Agent, and (ii)
not to extend the Consent Solicitation beyond the last previously announced
Expiration Date. Any such action by the Company will be followed as promptly as
practicable by notice thereof by press release or by other public announcement
(or by written notice to the Holders).

CONDITIONS OF THE CONSENT SOLICITATION

      The consummation of the Consent Solicitation is conditioned on (i) there
being received by the Tabulation Agent (and not revoked), on or before the
Expiration Date, the Requisite Consent, (ii) the execution of the Supplemental
Indenture by the Company, the Guarantors and the Trustee, and (iii) the absence
of any existing or proposed law or regulation which would, and the absence of
any injunction or action or other proceeding (pending or threatened) which (in
the case of any action or proceeding, if adversely determined) would, make
unlawful or invalid or enjoin or delay the implementation of the Proposed
Amendments, the entering into of the Supplemental Indenture or question the
legality or validity of any thereof.

FAILURE TO OBTAIN THE REQUISITE CONSENT

      In the event the Requisite Consent is not obtained and the Consent
Solicitation is terminated, the Supplemental Indenture will not be executed and
the Proposed Amendments will not become operative.

CONSENT PROCEDURES

      Only Holders (i.e., persons in whose name a Unit is registered or their
duly designated proxies) may execute and deliver a Consent Letter. DTC is
expected to grant an omnibus proxy authorizing DTC Participants to deliver a
Consent Letter. Accordingly, for the purposes of this Consent Solicitation, the
term "Holder" shall be deemed to mean record holders and DTC Participants who
held Units through DTC as of the Record Date. In order to cause a Consent to be
given with respect to Units held through DTC, such DTC Participant must complete
and sign the appropriate form of Consent Letter, and mail or deliver it to the
Tabulation Agent at its address or facsimile set forth on the back cover page of
this Consent Solicitation Statement pursuant to the procedures set forth herein
and therein.


                                       7
<PAGE>
      A beneficial owner of an interest in Units ("Beneficial Owner") held
through a DTC Participant must complete and sign the Letter of Instructions and
deliver it to such DTC Participant in order to cause a Consent to be given by
such DTC Participant with respect to such Units.

      Giving a Consent will not affect a Holder's right to sell or transfer the
Units. All Consents received by the Tabulation Agent (and not revoked) on or
before the Expiration Date will be effective notwithstanding a record transfer
of such Units subsequent to the Record Date, unless the Holder revokes such
Consent prior to the Expiration Date by following the procedures set forth under
"Revocation of Consents" below.

      HOLDERS WHO WISH TO CONSENT SHOULD MAIL, HAND DELIVER, SEND BY OVERNIGHT
COURIER OR FACSIMILE (CONFIRMED BY PHYSICAL DELIVERY) THEIR PROPERLY COMPLETED
AND DULY EXECUTED CONSENT LETTERS TO THE TABULATION AGENT AT THE ADDRESS OR
FACSIMILE NUMBER SET FORTH ON THE BACK COVER PAGE HEREOF AND ON THE CONSENT
LETTER IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN AND THEREIN.

      CONSENTS SHOULD BE DELIVERED TO THE TABULATION AGENT, NOT TO THE COMPANY.
HOWEVER, THE COMPANY RESERVES THE RIGHT TO ACCEPT ANY CONSENT RECEIVED BY THE
COMPANY.

      HOLDERS SHOULD NOT TENDER OR DELIVER NOTES AT ANY TIME.

      All Consents that are properly completed, signed and delivered to the
Tabulation Agent, and not revoked, on or before the Expiration Date will be
given effect in accordance with the specifications thereof. Holders who desire
to consent to the Proposed Amendments should complete, sign and date, the
appropriate form of Consent Letter included herewith and mail, deliver, send by
overnight courier or facsimile (confirmed by physical delivery) the signed
Consent Letter to the Tabulation Agent at the address or facsimile number listed
on the back cover page of this Consent Solicitation Statement and on the Consent
Letter, all in accordance with the instructions contained herein and therein.

      Consents by record Holders must be executed in exactly the same manner as
such Holder('s)(s') name(s) are so registered. Consents by Holder(s) who are DTC
Participants must be executed in exactly the same manner as such Holder(s)
name(s) are registered with DTC. If a Consent is signed by a trustee, partner,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, such person must
so indicate when signing and must submit with the Consent form appropriate
evidence of authority to execute the Consent. In addition, if a Consent relates
to less than the total number of Units which such Holder holds directly or
through DTC, the Holder must list the number of Units which such Holder holds to
which the Consent relates. If no amount of Units as to which a Consent is
delivered is specified, or if neither the "For" or "Against" box is marked with
respect to such Units, but the Consent Letter is otherwise properly completed
and signed, the Holder will be deemed to have consented to the Proposed
Amendments with respect to the entire amount of Units which such Holder holds
directly or through DTC.

      The registered ownership of a Unit as of the Record Date shall be proved
by the Trustee, as registrar of the Units. The ownership of Units held through
DTC by DTC Participants shall be established by a DTC security position listing
provided by DTC as of the Record Date. All questions as to the validity, form
and eligibility (including time of receipt) regarding the Consent procedures
will be determined by the Company in its sole discretion, which determination
will be conclusive and binding subject only to such final review as may be
prescribed by the Trustee concerning proof of execution and ownership. The
Company reserves the right to reject any or all Consents that are not in proper
form or the acceptance of which could, in the opinion of the Company, or its
counsel, be unlawful. The Company also reserves the right, subject to such final
review as the Trustee prescribes for the proof of execution and ownership, to
waive any defects or irregularities in connection with deliveries of particular
Consents. Unless waived, any defects or irregularities in connection with
deliveries of Consents must be cured within such time as the Company determines.
None of the Guarantors or the Company or any of their affiliates, the Tabulation
Agent, the Trustee or any other person shall be under any duty to give any
notification of any such defects or irregularities or waiver, nor shall any of
them incur any liability for failure to give such notification. Deliveries of
Consents will not be deemed to have been made until any irregularities or
defects therein


                                       8
<PAGE>
have been cured or waived. The Company's interpretations of the terms and
conditions of the Consent Solicitation shall be conclusive and binding.

REVOCATION OF CONSENTS

      Each Holder who delivers a Consent pursuant to the Consent Solicitation
will agree in the Consent Letter that it will not revoke its Consent after the
Effective Date and that until such time it will not revoke its Consent except in
accordance with the conditions and procedures for revocation of Consents
provided below. Each properly completed and executed consent will be counted,
notwithstanding any transfer of the Units to which such Consent relates, unless
the procedure for revocation of Consents has been followed. The Company will
make prompt public disclosure by press release of the occurrence of the
Expiration Date.

      Prior to the Effective Date, any Holder may revoke any Consent given as to
its Units or any portion of such Units. A Holder desiring to revoke a Consent
must deliver to the Tabulation Agent at the address set forth on the back cover
of this Consent Solicitation Statement and on the Consent Letter a written
revocation of such Consent in the form of a subsequent Consent marked "Against"
the Proposed Amendment, including the amount of Units to which such revocation
relates and the signature of such Holder. A revocation of a Consent may only be
rescinded by the execution and delivery of a new Consent, in accordance with the
procedures herein described by the Holder who delivered such revocation.

      The revocation must be executed by such Holder in the same manner as the
Holder's name appears on the Consent to which the revocation relates. If a
revocation is signed by a trustee, partner, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person must so indicate when signing and must
submit with the revocation appropriate evidence of authority to execute the
revocation. A Holder may revoke a Consent only if such revocation complies with
the provisions of this Consent Solicitation Statement. A beneficial owner of
Units who is not the Holder as of the Record Date of such Units must instruct
the Holder of such Notes to revoke any Consent already given with respect to
such Units.

      The Company reserves the right to contest the validity of any revocation
and all questions as to the validity (including time of receipt) of any
revocation will be determined by the Company in its sole discretion, which
determination will be conclusive and binding subject only to such final review
as may be prescribed by the Trustee concerning proof of execution and ownership.
None of the Guarantors, the Company, any of their affiliates, the Tabulation
Agent, the Trustee or any other person will be under any duty to give
notification of any defects or irregularities with respect to any revocation nor
shall any of them incur any liability for failure to given such notification.

TABULATION AGENT

      The Company has retained HSBC Bank USA, National Association as Tabulation
Agent in connection with the Consent Solicitation. As Tabulation Agent, HSBC
Bank USA, National Association will be responsible for collecting Consents. HSBC
Bank USA, National Association will receive a customary fee for such services
and reimbursement of its reasonable out-of-pocket expenses.

      Requests for assistance in filling out and delivering Consents or for
additional copies of this Consent Solicitation Statement or the Consent Letter
may be directed to the Tabulation Agent at its address and telephone numbers set
forth on the back cover of this Consent Solicitation Statement.

INFORMATION AGENT

      The Company has retained Jefferies & Company, Inc. as Information Agent.
At any time, the Information Agent and its affiliates may trade the Notes for
their own accounts, or for the accounts of their customers, and accordingly may
hold long or short positions in such securities. Jefferies & Company, Inc. has
provided, and expect to provide in the future, investment banking services to
the Company and its affiliates, for which they have received and expect to
receive customary fees and commissions.


                                       9
<PAGE>
                PROPOSED AMENDMENTS AND WAIVERS TO THE INDENTURE

PURPOSES AND EFFECTS

      The purpose of the Proposed Amendments is to permit the sale of
substantially all of the facilities owned by Phibro Belgium, to permit the
Company to consolidate the production operations of the Belgium Plant at the
Company's facility in Brazil or to enter into alternative production
arrangements and, in the furtherance thereof, to permit the maximum amount of
indebtedness under the domestic senior credit facility permitted under the
Indenture to be increased from $15.0 million to $37.5 million to fund inventory
build-up until the new source of virginiamycin is producing production
quantities of virginiamycin and to finance the purchase of capital equipment
necessary for such production, allow for the issuance of up to $22.5 million of
aggregate principal amount of new Notes to refinance a portion of the domestic
senior credit facility, and to permit the related transactions described herein.
The Supplemental Indenture will be executed by the Company and the Trustee
promptly after the Effective Date and will become operative upon such execution.

PROPOSED AMENDMENTS

      Set out below is a summary description of the proposed modifications to
the Indenture for which the Consents of the Holders are being solicited by this
Consent Solicitation Statement. This description does not purport to be
comprehensive or definitive and is qualified by reference to the full provisions
of the existing Indenture and the provisions of the proposed Supplemental
Indenture, copies of which may be obtained from the Company. The capitalized
terms used in this Consent Solicitation Statement and not otherwise defined have
the meanings given to them in the Indenture.

      The Proposed Amendments will become effective upon execution of the
Supplemental Indenture.

SECTION 1.01 DEFINITIONS

      PROPOSED PROVISION.

      The following definitions would be added to the definitions contained in
Section 1.01 of the Indenture in the corresponding alphabetical order:

            "Belgium Equipment" means all equipment located at the Belgium
Plant.

            "Belgium Plant Sale and Virginiamycin Production Transactions" means
      the following transactions and payments, including payments required
      pursuant to the documents to evidence such transactions, each of which is
      subject to entering into definitive documentation containing customary
      representations, warranties, covenants and indemnities for a transaction
      of that type, and changes in the definitive economic terms which are not,
      individually or in the aggregate, material to the Company: (i) the
      transfer of substantially all of the land and buildings and certain
      equipment of Phibro Belgium at the Belgium Plant for a purchase price of
      EUR 6.2 million, payable at closing; (ii) the transfer to GSK of a
      majority of the employees of Phibro Belgium and the corresponding
      responsibility for statutory severance obligations; (iii) GSK agreeing to
      be responsible for costs of cleaning-up, by demolition or otherwise,
      certain buildings not to be used by it, but for Phibro Belgium to
      reimburse GSK up to a maximum of EUR 0.7 million for such clean-up costs;
      (iv) in recognition of the benefits to the Company from the proposed
      transaction, Phibro Belgium agreeing to pay to GSK EUR 1.5 million within
      six months from the closing date, EUR 1.5 million within eighteen months
      from the closing date, EUR 1.5 million within thirty months from the
      closing date, and EUR 0.5 million within forty-two months from the closing
      date; (v) Phibro Belgium retaining certain excess land (valued at
      approximately EUR 0.4 million) and being able to sell such land for its
      own account; (vi) Phibro Belgium being responsible for certain plant
      closure costs and legally required severance indemnities in connection
      with workforce reductions, estimated in total to be EUR 7.7 million, of
      which an amount estimated to be approximately EUR 4.1 million would be
      payable at or around the closing and an aggregate amount so estimated to
      be approximately EUR 3.6 million would be payable over periods up to
      thirteen years; and (vii) Phibro Belgium retaining any or all equipment at
      the


                                       10
<PAGE>
      Belgium Plant, and being able to sell such equipment for the account of
      Phibro Belgium or transfer such equipment, together with other assets and
      rights related to the production of virginiamycin, to the Company's
      Restricted Subsidiary in Brazil that owns the facility in Guarulhos or in
      connection with alternative production arrangements.

            "Belgium Plant" means the plant owned by Phibro Belgium in
      Rixensart, Belgium.

            "Belgium Purchase Agreement" means a Purchase Agreement between
      Phibro Belgium and GSK relating to the Belgium Plant Sale and
      Virginiamycin Production Transactions, and any related or ancillary
      agreements or instruments entered into by Phibro Belgium, GSK, their
      respective Affiliates and/or other persons in connection with the Belgium
      Plant Sale and Virginiamycin Production Transactions, in each case. as
      such agreements may be amended, modified or supplemented (so long as such
      amendments, modifications or supplements are not, individually or in the
      aggregate, materially adverse to the Company or the Holders).

            "GSK" means Glaxosmithkline Biologicals SA and/or Affiliates
      thereof.

            "Phibro Belgium" means Phibro Animal Health SA (formerly Phibro
      Animal Health (Belgium) SPRL).

      The following definitions contained in Section 1.01 of the Indenture would
be amended as follows:

      "Permitted Investments". The following provision would be inserted as an
additional last clause of the definition of "Permitted Investments":

            "and (xi) Investments in Restricted Subsidiaries of the Company in
      connection with the production of virginiamycin in an amount not to exceed
      the Fair Market Value of the Belgium Equipment plus $15.0 million."

            "Transactions". The definitions of "Transactions" would be amended
      as indicated.


            "Transactions" means, collectively, the Offering, the PMC Sale
      Transactions and the solicitation of consents with respect to the
      Company's Existing Notes to amendments to the indenture governing the
      Existing Notes, the Belgium Plant Sale and Virginiamycin Production
      Transactions and the offering of the Notes described in clause (xx) of the
      second paragraph under "-- Certain Covenants - Limitation on Incurrence
      of Indebtedness" to refinance a portion of the Credit Agreement and the
      solicitation of consents with respect to the Notes to amendments to the
      indenture to permit the foregoing."


SECTION 4.12.  LIMITATION ON INCURRENCE OF INDEBTEDNESS

            PROPOSED PROVISION. Clause (i) of Section 4.12 would be amended as
      indicated:


            "(i) Indebtedness of the Company and its Restricted Subsidiaries
      arising under the Credit Agreement, in an aggregate principal amount not
      to exceed at any time outstanding an amount equal to (w) $37.5 million;
      less (X) during the 30 day period preceding the date on which a scheduled
      payment of interest is due on the Notes, the aggregate amount of such
      interest, less (Y) during the 30 day period preceding the date on which a
      scheduled payment of interest is due on the Existing Notes, the aggregate
      amount of such interest, less (z) the aggregate principal amount of Notes
      issued pursuant to clause (xx) below;"


            The following provisions would be inserted as additional provisions
      in Section 4.12 following clause (xviii) of such section:


                                       11
<PAGE>
            "(xix) Indebtedness of the Company and its Restricted Subsidiaries
      arising under the Belgium Purchase Agreement; and"

            "(xx) Indebtedness of the Issuers and the Guarantors represented by
      the Additional Notes issued after the Issue Date in an aggregate principal
      amount not to exceed $22.5 million, the proceeds of which are used to
      refinance or replace Indebtedness incurred pursuant to clause (i) above,
      Exchange Notes issued in exchange for such Additional Notes and the
      related Guarantees and the Company Guarantee.

      SECTION 4.13. LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES

      PROPOSED PROVISION.  Section 4.13(6) would be amended as indicated:


            "(6) an agreement for the sale or disposition of assets or the
      Capital Stock of a Restricted Subsidiary; provided, however, that such
      restriction or encumbrance is only applicable to such Restricted
      Subsidiary or assets, as applicable, and such sale or disposition
      otherwise is permitted by Section 4.16, provided further, however, that
      such restriction or encumbrance shall be effective only for a period from
      the execution and delivery of such agreement through a termination date
      not later than 270 days after such execution and delivery (other than any
      such restriction or encumbrance contained in the Belgium Purchase
      Agreement);"


      SECTION 5.01. MERGER, CONSOLIDATION AND SALE OF ASSETS PROPOSED PROVISION

            PROPOSED PROVISION. The following provision would be inserted to the
end of Section 5.01(b) as an additional provision thereof:

            "Notwithstanding the foregoing, the Dutch Issuer may permit, and
      there may be effected, the Belgium Plant Sale and Virginiamycin Production
      Transactions."



WAIVER OF CERTAIN PROVISIONS OF SECTION 9.04 OF THE INDENTURE

By giving a Consent hereunder, a Holder will be deemed to automatically waive
with respect to all Notes underlying such Holder's Units the provision in
Section 9.04 of the Indenture requiring that the Record Date be at least 30 days
prior to the first solicitation of Consents.

OMNIBUS CONSENT AND WAIVER

      In addition to the amendments described above, the Company is requesting
that the holders of the Notes consent to such additional amendments and waivers
to the Indenture not inconsistent with the foregoing that may be required to
consummate the transactions described in this Consent Solicitation, including
but not limited to certain conforming and related changes to the Indenture as
appropriate in light of those amendments.

      The Company is seeking Consents to all the Proposed Amendments as a single
proposal. Accordingly, a Consent purporting to consent to only some of the
Proposed Amendments will not be valid.

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      The following discussion summarizes certain material U.S. federal income
tax consequences resulting from the Solicitation. This summary deals only with
the Notes held as capital assets within the meaning of Section 1221 of the Code
(as defined below) by United States Holders (as defined below).

      This discussion does not describe all of the tax consequences that may be
relevant to a Holder in light of the Holder's particular circumstances or to
Holders subject to special rules, such as:


                                       12
<PAGE>
      -     certain financial institutions;

      -     insurance companies;

      -     dealers in securities or foreign currencies;

      -     persons holding Notes as part of a "straddle," "hedge" or
            "conversion" transaction;

      -     United States Holders (as defined below) whose functional currency
            is not the U.S. dollar;

      -     U.S. expatriates;

      -     partnerships or other entities classified as partnerships for U.S.
            federal income tax purposes;

      -     persons subject to the alternative minimum tax;

      -     subchapter S corporations; and

      -     tax exempt entities.

      In addition, this discussion does not consider the effect of any
applicable foreign, state, local or other tax laws.

      This summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), administrative pronouncements, judicial decisions and final,
temporary and proposed Treasury Regulations, in each case as of the date of this
Statement, changes to any of which subsequent to the date of this Statement may
affect the tax consequences described in this Statement.

      PERSONS CONSIDERING THE CONSENT SOLICITATION ARE URGED TO CONSULT THEIR
OWN TAX ADVISERS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF
THEIR PARTICULAR SITUATIONS, AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS
OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTIONS.

UNITED STATES HOLDERS

      As used in this Statement, the term "United States Holder" means a
beneficial owner of a Note that is for U.S. federal income tax purposes:

      -     a citizen or resident of the United States;

      -     a corporation, or other entity taxable as a corporation for U.S.
            federal income tax purposes, created or organized in or under the
            laws of the United States, any State thereof or the District of
            Columbia;

      -     an estate the income of which is subject to U.S. federal income
            taxation regardless of its source; or

      -     a trust if (i) a court within the United States is able to exercise
            primary supervision over the administration of the trust and one or
            more U.S. persons have the authority to control all substantial
            decisions of the trust or (ii) the trust has in effect a valid
            election to be treated as a domestic trust for United States federal
            income tax purposes.

TAX CONSEQUENCES TO UNITED STATES HOLDERS


                                       13
<PAGE>
      The statements regarding U.S. federal income tax considerations set out
below assume that the Notes were issued, and transfers of the Notes and payments
on the Notes have been and will continue to be made, in accordance with the
Indenture.

      The U.S. federal income tax consequences to a United States Holder of
Notes as a result of the adoption of the Proposed Amendments will depend on
whether, under applicable Treasury regulations, the adoption of the Proposed
Amendments results in a "significant modification" of the Notes and, if so,
whether such adoption results in a recapitalization within the meaning of
Section 368(a)(1)(E) of the Code.

      Under applicable Treasury regulations, the modification of a debt
instrument, such as the Notes, is a significant modification resulting in a
deemed exchange of the Notes for new Notes (the "New Notes," and that exchange,
a "Deemed Exchange") if, based on all the facts and circumstances, and taking
into account all modifications of the relevant Notes collectively, the legal
rights and obligations under the Notes are altered in a manner that is
"economically significant." For this purpose, changes in the legal rights and
obligations with respect to the U.S. Notes determine whether there is a
significant modification of the U.S. Notes, and changes in the legal rights and
obligations with respect to the Dutch Notes determine whether there is a
significant modification of the Dutch Notes. A modification that adds, deletes
or alters customary accounting or financial covenants is not considered a
significant modification under these regulations. The Company believes that the
Proposed Amendments are alterations of customary financial covenants and are
otherwise not economically significant. Nevertheless, because the issue is not
entirely free from doubt, there exists some risk that under the applicable
Treasury regulations the adoption of the Proposed Amendments would cause the
U.S. Notes, and possibly the Dutch Notes (referred to collectively in this
section as the "Old Notes") to be treated as having been exchanged for new debt
instruments.

      If the Proposed Amendments are adopted, and such adoption does not result
in a Deemed Exchange, United States Holders of Notes would not recognize any
income, gain or loss for U.S. federal income tax purposes as a result of such
adoption, and such Holders would recognize income in respect of the Old Notes at
the same times and in the same amounts as such Holders would have recognized had
the Proposed Amendments not been adopted. The Company intends to take a position
that the adoption of the Proposed Amendments will not result in a Deemed
Exchange.

      It is unlikely that debt instruments with an original term to maturity of
less than five years, such as the Old Notes and the New Notes, would be treated
as "securities" for purposes of Section 368(a)(1)(E) of the Code. Thus, if the
adoption of the Proposed Amendments were considered to result in a Deemed
Exchange, it is not expected that the exchange would be treated as a
recapitalization (and therefore, a tax-free reorganization).

      If the Deemed Exchange were not to qualify for treatment as a tax-free
recapitalization, a United States Holder of the Old Notes would recognize gain
or loss for U.S. federal income tax purposes upon the Deemed Exchange in an
amount equal to the difference between (i) the Holder's adjusted tax basis in
the Old Notes on the date of the Deemed Exchange and (ii) the issue price of the
New Notes deemed to be received in exchange therefor (with gain or loss being
determined with respect to the U.S. Notes and the Dutch Notes separately).
Generally, a United States Holder's "adjusted tax basis" for a Note will be
equal to the cost of the Note to the Holder (generally, the portion of the cost
of the related Unit that was allocable at the time of purchase to the Note),
increased, if applicable, by any market discount (described below) previously
included in income by the Holder under an election to include market discount in
gross income currently as it accrues (including any market discount included in
the taxable year of the sale prior to the date of sale), and reduced (but not
below zero) by the accrual of any amortizable bond premium which the United
States Holder has previously elected to offset against interest payments on the
Note. Although the matter is not free from doubt, the Company believes, and
intends to take the position that, the Old Notes were not, and the New Notes
will not be, traded on an established securities market within the meaning of
applicable Treasury regulations and, as a result, that the issue price of the
New Notes would be their principal amount. Subject to the treatment of a portion
of any gain as ordinary income to the extent of any market discount accrued on
the Old Notes (and not previously included in income by the Holder) to, and
accrued and untaxed interest as of, the date of the Deemed Exchange, such gain
or loss would be long-term capital gain or loss if the Holder held the Old Notes
for more than one year on the date of the Deemed Exchange. UNITED STATES HOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISERS WITH RESPECT TO APPLICABLE RATES,
HOLDING PERIODS AND NETTING RULES FOR CAPITAL GAINS AND LOSSES.


                                       14
<PAGE>
      If adoption of the Proposed Amendments resulted in a Deemed Exchange that
did not qualify for treatment as a tax-free recapitalization and the Internal
Revenue Service were to assert successfully that the Notes are publicly traded,
a Holder would recognize taxable gain or loss equal to the difference (if any)
between the fair market value of the New Note at the time of the Deemed Exchange
(except for the portion of the issue price deemed attributable to accrued
interest) and the Holder's adjusted tax basis in the Old Note. Any resulting
gain would be treated as provided above, while any resulting loss may be
capitalized into basis of the New Notes under the "wash sale" rules of Section
1091 of the Code. Subject to a statutory de minimis exception, if the fair
market value of the New Note immediately after the adoption of the Proposed
Amendments were less than its principal amount, the New Note would have original
issue discount for U.S. federal income tax purposes, which would be included in
the United States Holder's gross income on a constant yield basis in advance of
receipt of cash attributable to that discount over the remaining term of the
Notes.

      An exception to the capital gain treatment described above may apply to a
United States Holder who purchased a Note with "market discount." Subject to a
statutory de minimis exception, market discount is the excess of the principal
amount of the Note over the United States Holder's tax basis in the Note
immediately after its acquisition by the Holder. In general, unless the United
States Holder has elected to include market discount in income currently as it
accrues, any gain realized by a United States Holder on the sale of a Note
having market discount will be treated as ordinary income to the extent of the
market discount that has accrued (on a straight line basis or, at the election
of the United States Holder, on a constant yield basis) while the Note was held
by the United States Holder.

      If the adoption of the Proposed Amendments were considered to result in a
Deemed Exchange and the Old Notes and the New Notes were treated as "securities"
for purposes of Section 368(a)(1)(E) of the Code, then the exchange would be
treated as a recapitalization (and therefore, a tax-free reorganization). In
such event, United States Holders of the Old Notes would not recognize any gain
or loss on the Deemed Exchange, except that such Holders would recognize
ordinary income to the extent that the New Notes are treated as received in
satisfaction of accrued but untaxed interest on the Old Notes. Holders would
obtain a tax basis in the New Notes equal to their tax basis in the Old Notes
deemed to be surrendered therefor and would have a holding period for the New
Notes that includes the holding period for the Old Notes; provided that the tax
basis of any New Note (or portion thereof) treated as received in satisfaction
of accrued interest would equal the amount of such accrued interest, and the
holding period for such New Note (or portion thereof) would not include the
holding period of the Old Notes. Even if the adoption of the Proposed Amendments
were treated as a tax-free recapitalization, if the Internal Revenue Service
were to assert successfully that the Notes are publicly traded, and the fair
market value of the New Note immediately after the adoption of the Proposed
Amendments were less than its principal amount, then the New Note would have
original issue discount for U.S. federal income tax purposes, which would be
included in the United States Holder's gross income on a constant yield basis in
advance of receipt of cash attributable to that discount over the remaining term
of the Notes.

                      CERTAIN NETHERLANDS TAX CONSEQUENCES

      The adoption of the Proposed Amendments will have no Netherlands tax
consequences for Holders of the Dutch Notes, whether or not Holders are
residents of the Netherlands for Netherlands tax purposes. This statement is
based on Netherlands tax legislation, published case law, treaties, rules,
regulations and similar documentation, in force as of the date of this Consent
Solicitation, without prejudice to any amendments introduced at a later date and
implemented with retroactive effect. However, each Dutch Note Holder should
consult a professional adviser with respect to the tax consequences that may be
relevant to such Holder in light of the Holder's particular circumstances.

      HOLDERS OF NOTES ARE URGED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE
CONSEQUENCES OF THE ADOPTION OF THE PROPOSED AMENDMENTS.



                                    PHIBRO ANIMAL HEALTH CORPORATION
                                    November 18, 2004


                                       15
<PAGE>
      In order to give a Consent, a Holder should mail, hand deliver, send by
overnight courier or facsimile (confirmed by physical delivery) a properly
completed and duly executed Consent Letter, and any other required documents, to
the Tabulation Agent at its address set forth below. Any questions or requests
for assistance or for additional copies of this Consent Solicitation Statement
or related documents may be directed to the Tabulation Agent at one of its
telephone numbers set forth below.

                  THE TABULATION AGENT FOR THE SOLICITATION IS:

                       HSBC BANK USA, NATIONAL ASSOCIATION


          First
Class/Registered/Certified
          Mail:              Express Delivery only:        By Hand only:

      HSBC Bank USA,             HSBC Bank USA,            HSBC Bank USA,
   National Association       National Association      National Association
    One Hanson Place,          One Hanson Place,         One Hanson Place,
       Lower Level                Lower Level               Lower Level
 Brooklyn, New York 11243   Brooklyn, New York 11243  Brooklyn, New York 11243
  Attn: Corporate Trust      Attn: Corporate Trust     Attn: Corporate Trust
   Tel: (800) 662-9844        Tel: (800) 662-9844       Tel: (800) 662-9844


                     Facsimile Transmission: (718) 488-4488

                 THE INFORMATION AGENT FOR THE SOLICITATION IS:

                            JEFFERIES & COMPANY, INC.

                                  Travis Black
                            Telephone: (973) 912-2762

      Requests for assistance or additional copies of this Consent Solicitation
Statement, the Consent Letter and other related documents may also be directed
to the Company or the Information Agent. You may also contact your broker,
dealer, commercial bank, trust company or nominee for assistance concerning the
Solicitation.


                                       16


</TEXT>
</DOCUMENT>
