CollaGenex Pharmaceuticals, Inc. (NASDAQ:CGPI) today announced that it
has entered into a definitive merger agreement with an affiliate of
Galderma Pharma S.A., 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 CollaGenex and Galderma.
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(R), 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.” "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 Pharma S.A. "CollaGenex's
innovative products complement and enhance Galderma's portfolio. We
admire the accomplishments of CollaGenex’s
employees and believe that our combined organizations will be even
better positioned to serve patient needs.”
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 becocalcidiol, 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’s
oral rosacea therapy will be an important complement to Galderma’s
topical products, providing improved options to treat a condition
affecting more than 14 million Americans.”
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
cash price per share paid in the tender offer.
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’s
Series D-1 Preferred Stock, representing 95% of the outstanding Series
D-1 Preferred Stock and approximately 9% of CollaGenex’s
common 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 common stock. The
transaction is expected to close before the end of the second quarter of
2008.
Cowen and Company acted as exclusive financial advisor to CollaGenex,
and Milbank Tweed, Hadley & McCloy LLP served as CollaGenex’s
legal counsel. Credit Suisse acted as financial adviser to Galderma, and
Debevoise & Plimpton LLP acted as legal counsel.
Conference Call Information
CollaGenex will hold a conference call today, February 26, 2008, at
11:00 a.m. Eastern Time to discuss the information announced in today’s
release. Investors and other interested parties may access the
conference call by dialing (800) 762-8795 in the U.S. or (480) 629-9039
internationally, or via a live webcast on the Company's website at www.collagenex.com.
For those who cannot listen to the live broadcast, a replay will be
available shortly after the call at www.collagenex.com
for 90 days. Additionally, a recording of the call will be available by
telephone until 11:59 p.m. on March 4, 2008 by dialing (800) 406-7325 in
the U.S. or (303) 590-3030 internationally, and entering access code:
3850424.
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 CollaGenex's Web site at www.collagenex.com,
which does not form part of this press release.
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(R), Rozex(R)/Metro(R),
Clobex(R), Tri-Luma(R),
Loceryl(R) and Cetaphil(R).
Recently launched products include Pliaglis(R),
a topical anaesthetic 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 www.galderma.com.
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 in 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, Inc. Differin(R), Metrogel(R),
Clobex(R), Tri-Luma(R),
Cetaphil(R) and Epiduo(R)
are trademarks of Galderma Pharma S.A. Pliaglis(R) 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. For further information: 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
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