Galderma Reaches Agreement to Acquire CollaGenex Pharmaceuticals

Products and Pipeline to Enhance Galderma's Position in Dermatology

Feb 26, 2008, 00:00 ET from Galderma Pharma S.A.

    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'
 legal counsel.
     About Galderma
     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
     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(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
 moderate psoriasis.
     For more information on CollaGenex please visit their Web site at, 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, or from Galderma
 by directing a request to
     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(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.