Acquisition will add to the branded dermatologic line as a growth driver for the future
Integration of Bradley will provide an enhanced platform for in-licensing and co-promotion of dermatology products
Bradley Pharmaceuticals will be integrated with the PharmaDerm and Fougera divisions of Nycomed's US specialty busines
Combined sales of Nycomed US and Bradley amount to approximately €320 million/$450 million on an annualised basis
Zurich, Switzerland, October 30, 2007
-- Nycomed today announced the entry into a definitive agreement to acquire Bradley Pharmaceuticals, Inc., a company focused on niche therapeutic markets in the USA. The acquisition will add further branded dermatologics to the PharmaDerm division of Nycomed US and will provide an enhanced platform for in-licensing and co-promotion of dermatology products. The transaction is subject to the receipt of Bradley shareholder approval and approval by competition authorities. It is expected to close in the first quarter of 2008.
Both Nycomed US and Bradley have a distinct dermatology focus, are active in the branded as well as generic areas, and operate primarily in the United States. The acquisition provides Nycomed US with additional branded dermatologics to build on its PharmaDerm division and the opportunity to enhance its platform for acquisition, in-licensing and co-promotion. Nycomed plans to leverage its manufacturing and distribution capabilities to support the Bradley products line, improve customer service and optimise the cost structure. In addition, Nycomed will leverage the combined sales and marketing capabilities to enhance both the Bradley and Nycomed product lines.
The Board of Directors of Bradley has approved the merger agreement and has resolved to recommend that Bradley's shareholders adopt the agreement.
Hãkan Björklund, CEO of Nycomed said: "The acquisition of Bradley provides us with a unique opportunity to strengthen our dermatology expertise in the US with successful products and capabilities that match ours perfectly. The acquisition enables us to gain critical mass in the dermatology market and provides significant momentum for further add-on investments."
Paul McGarty, CEO of Nycomed US added: "This brings together the strengths of both companies with the objective of creating a leading specialty pharmaceutical player in dermatology."
Seth W. Hamot, non-Executive Chairman of the Board of Bradley, said: "We are pleased that Nycomed will acquire Bradley. The auction process was thorough and our board believes that this transaction is in the best interests of our stockholders."
Nycomed US Inc. (formerly Altana Inc) is a subsidiary of Nycomed, which operates three divisions in the US focused on specialty pharmaceuticals in dermatology. Founded in 1849, Fougera is the largest of the three divisions and is a leading manufacturer and distributor of a wide range of multi-source topical steroids, antibiotics and antifungal products. The PharmaDerm division of Nycomed is dedicated to bringing innovative products to the dermatologists so they can best care for their patients. Nycomed US also markets and sells Savage Laboratories products, which focus on emergency care.
Nycomed offers US-$20.00 per share in cash, or an equity purchase price of US-$346 million to Bradley's shareholders. The transaction is conditioned on receipt of approval by holders of a majority of the outstanding shares of Bradley's common stock and Class B common stock, voting together as one class. The transaction is also subject to certain regulatory approvals and other customary closing conditions. The acquisition will be financed through strong generation of excess cash in 2007, equity commitment by current investors and by utilization of available credit facilities. The acquisition is expected to be completed in the first quarter of 2008 and is subject to the approval of the antitrust authorities. Nycomed intends to delist Bradley. In connection with the proposed merger, Bradley will file a proxy statement with the Securities and Exchange Commission.
This release contains certain forward looking statements. The words "expect," "estimate," "anticipate," "predict," and similar expressions, and the negatives of such expressions, are intended to identify forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, such statements involve risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.
About Bradley Pharmaceuticals
Bradley Pharmaceuticals, Inc. was founded in 1985 as a specialty pharmaceutical company and markets to niche physician specialties in the U.S. and international markets. Bradley's success is based upon its core strengths in marketing and sales, which enable the company to Commercialize brands that fill unmet patient and physician needs; Develop new products through life cycle management; and In-License phase II and phase III drugs with long-term intellectual property protection that upon approval leverage Bradley's marketing and sales expertise to increase shareholder value. Bradley Pharmaceuticals is comprised of Doak Dermatologics, specializing in therapies for dermatology and podiatry; Kenwood Therapeutics, providing gastroenterology, OBGYN, respiratory and other internal medicine brands; and A. Aarons, which markets authorized generic versions of Doak and Kenwood therapies.
For more information visit: www.bradpharm.com
Nycomed is a pharmaceutical company that provides medicines for hospitals, specialists and general practitioners, as well as over-the-counter medicines in selected markets. The company is active within a range of therapeutic areas, including cardiology, gastroenterology, osteoporosis, respiratory, pain and tissue management. New products are sourced both from own research and from external partners. Operating throughout Europe and in fast-growing markets such as Latin America, Russia/CIS and the Asia-Pacific region Nycomed has a presence in about 50 markets worldwide.
Privately owned, the combined group had annual sales of approximately €3.4 billion and an EBITDA of €933.4 million (2006 results).
For more information visit www.nycomed.com
For more information on Nycomed US visit: