Lausanne, Switzerland and Newtown, PA – February 26, 2008 - Galderma Pharma S.A., a global specialty
pharmaceutical company focused on dermatology, and CollaGenex Pharmaceuticals,
Inc. (NASDAQ: CGPI) today 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®, 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.
About Galderma
Galderma, created in 1981 as a joint venture between Nestlé
and L'Oréal, is a fully integrated specialty pharmaceutical company dedicated
exclusively to the field of dermatology. The Company has a presence in 65
countries with over 1000 sales representatives and is committed to improving the
health of skin with an extensive line of products that treat a range of
dermatological conditions including: acne, rosacea, fungal nail infections,
psoriasis & steroid-responsive dermatoses, pigmentary disorders, medical
solutions for skin senescence and skin cancer. With a new research and
development center in Sophia Antipolis, France, Galderma has one of the largest
R&D facilities dedicated exclusively to dermatology. Leading dermatology brands
include Differin®, Metrogel® 1%/Rozex®, Clobex®, Tri-Luma®, Loceryl® and
Cetaphil®. Recently launched products include Pliaglis™ a topical anesthetic
for dermatologic procedures in the United States, Epiduo®, an innovative
combination product for the treatment of acne in Europe and Argentina, and
Dysport®, an injectable neuromodulator for the correction of wrinkles in Brazil
and Argentina. The Company’s website is www.galderma.com.
About CollaGenex
CollaGenex
Pharmaceuticals, Inc. is a specialty pharmaceutical company currently focused on
developing and marketing proprietary, innovative medical therapies to the
dermatology market. In July 2006, CollaGenex launched Oracea®, the first
FDA-approved systemic product for the treatment of rosacea. Collagenex's
professional dermatology sales force also markets Alcortin® (1% iodoquinol and
2% hydrocortisone), a prescription topical antifungal steroid combination, and
Novacort® (2% hydrocortisone acetate and 1% pramoxine HCl), a prescription
topical steroid and anesthetic. CollaGenex recently completed a Phase II
clinical trial to evaluate COL-118, a topical compound based on the SansRosa®
technology, for the treatment of redness associated with rosacea and other skin
disorders. CollaGenex recently acquired the rights to develop and commercialize
becocalcidiol, a patented Vitamin D analogue that is currently in Phase II
clinical trials for the topical treatment of mild to moderate psoriasis.
For more information on CollaGenex please visit
their Web site at www.collagenex.com, which does not form part of this press
release.
Important Information about the Tender Offer
This announcement and the description contained
herein are not a recommendation, an offer to purchase or a solicitation of an
offer to sell securities of CollaGenex. The tender offer described herein has
not commenced. At the time the expected tender offer is commenced, Galderma
intends to file with the Securities and Exchange Commission a tender offer
statement on Schedule TO and related exhibits, including the offer to purchase,
letter of transmittal, and other related documents. Following commencement of
the tender offer, CollaGenex will file with the Securities and Exchange
Commission a solicitation/recommendation statement on Schedule 14D-9.
Shareholders should read the offer to purchase and solicitation/recommendation
statement and related exhibits when such documents are filed and become
available, as they will contain important information about the tender offer.
Shareholders can obtain these documents when they are filed and become available
free of charge from the Securities and Exchange Commission's website at
www.sec.gov, or from Galderma by directing a request to peter.nicholson@galderma.com.
Unless otherwise determined by Galderma and
permitted by applicable law and regulation, the tender offer, when it is
commenced, will not be made, directly or indirectly, in, into or from, and will
not be capable of acceptance in or from Canada, Australia or Japan or any
jurisdiction where to do so would constitute a breach of securities laws in that
jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from
Canada, Australia or Japan or any jurisdiction where to do so would constitute a
breach of securities laws in that jurisdiction. Persons receiving this
announcement (including custodians, nominees and trustees) should observe these
restrictions and should not send or distribute this announcement in, into or
from any such jurisdictions.
Forward Looking Statements
Statements in this press release regarding
management's future expectations, beliefs, intentions, goals, strategies, plans
or prospects may constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by terminology such as "anticipate," "believe," "could,"
"could increase the likelihood," "estimate," "expect," "intend," "is planned,"
"may," "should," "will," "will enable," "would be expected," "look forward,"
"may provide," "would" or similar terms, variations of such terms or the
negative of those terms. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors including those risks,
uncertainties and factors referred to in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2007 filed with the Securities and
Exchange Commission under the section "Risk Factors," as well as other documents
that may be filed by CollaGenex from time to time with the Securities and
Exchange Commission as well as related to the satisfaction of the closing
conditions of the merger agreement. As a result of such risks, uncertainties
and factors, the Company's actual results may differ materially from any future
results, performance or achievements discussed in or implied by the
forward-looking statements contained herein. CollaGenex is providing the
information in this press release as of this date and assumes no obligations to
update the information included in this press release or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Restoraderm®, SansRosa®
and Oracea® are registered trademarks and IMPACS™ is a trademark of CollaGenex
Pharmaceuticals, Inc.
Novacort® and Alcortin® A
are trademarks of Primus Pharmaceuticals, Inc.
Differin®, Metrogel®,
Clobex®, Tri-Luma®, Cetaphil® and Epiduo® are trademarks of Galderma Pharma S.A.
Pliaglis™
is a trademark of Zars Pharma Inc. and Dysport® is a trademark of Ipsen
Ltd.
All other trade names,
trademarks or service marks are the property of their respective owners and are
not the property of CollaGenex Pharmaceuticals, Inc. or any of our subsidiaries.
For further information:
CollaGenex
Nancy C. Broadbent
Chief Financial Officer
215-579-7388
Galderma
Alain Kirsch
Vice-President Human
Resources & Communication
Tel: +33
(0)1 58 86 43 23
e-mail:
alain.kirsch@galderma.com
(For U.S. Inquiries):
Dale Weiss
Tel: +1 817
961-5186
e-mail:
dale.weiss@galderma.com