Peplin announces merger agreement with LEO Pharma

Sep 3 2009

Peplin, Inc. (ASX:PLI) today announced a definitive merger agreement whereby LEO Pharma A/S (LEO), a privately-held, leading global pharmaceutical company within Dermatology and Critical Care, will acquire all outstanding securities of Peplin for approximately US$287.5 million (currently A$348.4 million) in cash. This represents a purchase price of US$16.99 per common share of Peplin stock or A$1.03 per Peplin CHESS Depositary Interest (CDI).

In addition, LEO will provide Peplin with access to a loan facility to fund ongoing operations until the transaction closes, which is expected to occur by the end of the calendar year. The Board of Directors of both companies unanimously approved the transaction. MPM Capital and GBS Venture Partners, two of Peplin’s largest stockholders, along with Peplin’s directors and executive officers have also agreed to vote in favour of the transaction.

The transaction is subject to approval of Peplin’s stockholders and other customary closing conditions. Stockholder proxy materials will be distributed, and a stockholder meeting scheduled to approve the transaction, following any US Securities and Exchange Commission review of the proxy materials.

Peplin Chairman and CEO Tom Wiggans said: “We are especially delighted to enter into this agreement with LEO, a globally recognised dermatology leader. We are very proud of the accomplishments of the entire Peplin team over the past several years to advance our lead candidate PEP005 Gel for actinic keratosis through to near completion of Phase 3 clinical trials. We are pleased LEO recognises the potential of PEP005 Gel as an innovative product for the treatment of actinic keratoses and other skin diseases.”

President and CEO of LEO Pharma Gitte Aabo said: “The agreement to acquire Peplin fits extremely well with our ambition of staying in the global lead within dermatology. We are truly impressed with the amount of work and dedication that the people at Peplin have tied into this project.”

Peplin’s lead product candidate, PEP005 Gel is currently in Phase 3 clinical trials for actinic (solar) keratosis (AK), a common pre-cancerous skin lesion, on both head and non-head locations. Peplin plans to complete Phase 3 AK clinical trials by the end of this year. Results from its first Phase 3 trial, REGION-I, were announced in May 2009. Peplin plans to file a New Drug Application in mid-2010. Peplin also has a Phase 2 clinical trial ongoing for PEP005 Gel in superficial basal cell carcinoma and preliminary data in squamous cell carcinoma and cutaneous warts.

Holders of Peplin CDIs should note that the per share purchase price is denominated in US dollars, and accordingly, that the price to be paid per CDI will fluctuate with changes in the US/Australian dollar exchange rate between now and the effective time of the merger.

Goldman, Sachs & Co. is acting as financial advisor and Fenwick & West LLP as legal counsel to Peplin, Inc. In addition, Leerink Swann LLC provided a fairness opinion to the Peplin Board of Directors and Corrs Chambers Westgarth is acting as Australian legal counsel to Peplin, Inc. Morgan Stanley & Co. Limited is acting as financial advisor and Cooley Godward Kronish LLP as legal counsel to LEO Pharma A/S. Gilbert+Tobin is acting as Australian legal counsel to LEO Pharma A/S.