Galderma to acquire CollaGenex Pharmaceuticals

Feb 27 2008

Galderma Pharma S.A., a global specialty pharmaceutical company focused on dermatology, and CollaGenex Pharmaceuticals, Inc. has announced a definitive agreement pursuant to which Galderma's U.S. holding company, Galderma Laboratories, Inc., will acquire all of the outstanding shares of CollaGenex at a price of $16.60 per share in cash, representing approximately $420 million for the equity of CollaGenex.

The transaction was unanimously approved by the boards of directors of Galderma and CollaGenex.

"Galderma is committed to provide innovative medical solutions to dermatology patients and physicians across the globe," said Humberto C. Antunes, Chief Executive Officer of Galderma. "CollaGenex' innovative products complement and enhance Galderma's portfolio. We admire the accomplishments of CollaGenex' employees and believe our combined organizations will be even better positioned to serve patient's needs. This transaction should be neutral to Galderma's net income in 2008 and accretive as of 2009."

CollaGenex launched Oracea(R), the first FDA-approved systemic product indicated for the treatment of rosacea, in July 2006. CollaGenex is also developing Col-118, an innovative product for the treatment of the erythema associated with rosacea. If approved, Col-118 would be the first effective treatment for erythema. In addition, CollaGenex is developing a product with the potential to provide added benefits for the treatment of psoriasis.

"The immediate implication for the U.S. market is very positive," said Albert Draaijer, President of Galderma's U.S. operations. "CollaGenex' oral rosacea therapy will be an important complement to Galderma's topical products, providing improved options that treat a condition affecting more than 14 million Americans."

Colin W. Stewart, President and Chief Executive Officer of CollaGenex, said, "Galderma was the first pharmaceutical company to develop a topical product indicated for the treatment of rosacea. Oracea, combined with the successful development of Col-118, will enable Galderma to offer physicians and patients a full suite of complementary pharmaceutical products to treat rosacea."

Mr. Stewart continued, "We are very proud of the accomplishments of the entire CollaGenex team over the past several years as we made our successful transition into dermatology and created the largest oral drug indicated for the treatment of rosacea in the U.S. We are pleased that Galderma recognizes the value that we have created, and we believe that this transaction provides compelling value for our shareholders."

The merger agreement provides for Galderma to acquire CollaGenex in a two-step transaction. The first step will consist of a cash tender offer for all outstanding shares of CollaGenex common stock at a price of $16.60 per share in cash. In the second step, the tender offer will be followed by a merger in which the holders of the outstanding shares of CollaGenex common stock not tendered in the offer will receive the same per share price paid in the tender offer, in cash. Upon completion of the merger, CollaGenex will become a wholly owned subsidiary of Galderma.

The tender offer will be conditioned upon the tender of a majority of the outstanding shares of CollaGenex common stock and will also be subject to regulatory clearances and other customary closing conditions. Certain holders of CollaGenex' Series D-1 Preferred Stock, representing 95% of the outstanding Series D-1 Preferred Stock and approximately 9% of CollaGenex' shares on a fully diluted basis, have entered into an agreement to sell their shares of preferred stock to Galderma immediately following, but subject to, the closing of the tender offer at the price paid in the offer with respect to the underlying CollaGenex common stock. The transaction is expected to close before the end of the second quarter 2008.

Credit Suisse acted as financial adviser to Galderma, and Debevoise & Plimpton LLP as legal counsel. Cowen and Company acted as financial adviser to CollaGenex, and Milbank Tweed Hadley & McCloy LLP served as CollaGenex' legal counsel.