Within a week, the trustees had put the company up for sale. Sherman and Joel Ulster, a high school friend, bought it for approximately $350,000, beating out a Montreal firm. Sherman’s mother, Sara, guaranteed a loan of $100,000 and Ulster put up $150,000 borrowed from his father, who also arranged for an operating line of credit.
Two options were added to protect the Orphan Children—the phrase that the surviving sons, now in their late 40s, still use to describe themselves.
The first states that all of Lou Winter’s sons would be given the opportunity to become “responsible full-time employees” once they turned 21 or completed their formal education.
Second, any employed child who worked two years with the company would “have the right to purchase five per cent of the issued shares of the company or companies owning the purchased business.”
However, the option could be exercised only if Sherman, Ulster or Ulster’s father kept control of the business.
Those were promising years for generic drug companies. Empire’s annual sales, now including the generic psycho*pharmaceuticals Librium and Stelazine, reached almost $2 million.
Then, in 1972, ICN Pharmaceuticals expressed an interest in buying Empire and merging it with their Canadian operations. Sherman and Ulster, ambivalent at first, decided to let ICN evaluate their company. When the offer came in at just under $2 million, they took it, netting a few hundred thousand each.
ICN made it a condition of sale that none of the principal shareholders in Empire could go back into the same business for five years. Fortunately for Barry, his shares were held by Bernard C. Sherman Limited. ICN must not have noticed the loophole. When Sherman launched Apotex the following year, ICN didn’t exercise its non-compete clause.