LAUSANNE, Switzerland and NEWTOWN, Pa., Feb. 26 /PRNewswire/ --
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
"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
"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
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'
Galderma, created in 1981 as a joint venture between Nestle and
L'Oreal, 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(R), Metrogel(R) 1%/Rozex(R),
Clobex(R), Tri-Luma(R), Loceryl(R) and Cetaphil(R). Recently launched
products include Pliaglis(TM) a topical anesthetic for dermatologic
procedures in the United States, Epiduo(R), an innovative combination
product for the treatment of acne in Europe and Argentina, and Dysport(R),
an injectable neuromodulator for the correction of wrinkles in Brazil and
Argentina. The Company's website is http://www.galderma.com.
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(R), the first FDA-approved systemic product for the
treatment of rosacea. Collagenex's professional dermatology sales force
also markets Alcortin(R) (1% iodoquinol and 2% hydrocortisone), a
prescription topical antifungal steroid combination, and Novacort(R) (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(R)
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
For more information on CollaGenex please visit their Web site at
http://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 http://www.sec.gov, or from Galderma
by directing a request to firstname.lastname@example.org.
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.
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(R), SansRosa(R) and Oracea(R) are registered trademarks and
IMPACS(TM) is a trademark of CollaGenex Pharmaceuticals, Inc.
Novacort(R) and Alcortin(R) A are trademarks of Primus Pharmaceuticals,
Differin(R), Metrogel(R), Clobex(R), Tri-Luma(R), Cetaphil(R) and
Epiduo(R) are trademarks of Galderma Pharma S.A.
Pliaglis(TM) is a trademark of Zars Pharma Inc. and Dysport(R) 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.
SOURCE Galderma Pharma S.A.